<PAGE>
Oppenheimer Cash Reserves
Prospectus dated April 25, 1995
Oppenheimer Cash Reserves (the "Fund") is a "money-market" mutual fund
that seeks, as its investment objective, the maximum current income that
is consistent with stability of principal. The Fund seeks to achieve this
objective by investing in money market securities meeting specified
quality standards. See "Investment Objectives and Policies."
The Fund offers three classes of shares which may be acquired at net
asset value. Investors may purchase the Fund's no-load "Class A" shares
directly. The Fund's "Class B shares" and "Class C shares," which are
subject to an asset-based sales charge, are generally available only by
exchange at net asset value of Class B shares or Class C shares of other
OppenheimerFunds. See "How to Buy Shares."
An investment in the Fund is neither insured nor guaranteed by the
U.S. Government. While the Fund seeks to maintain a stable net asset
value of $1.00 per share of each class, there can be no assurance that it
will be able to do so.
This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and keep it
for future reference. You can find more detailed information about the
Fund in the April 25, 1995, Statement of Additional Information. For a
free copy, call Oppenheimer Shareholder Services, the Fund's Transfer
Agent, at 1-800-525-7048, or write to the Transfer Agent at the address
on the back cover. The Statement of Additional Information has been filed
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference (which means that it is legally part of this
Prospectus).
Shares of the Fund are not deposits or obligations of any bank, are not
guaranteed by any bank, and are not insured by the F.D.I.C. or any other
agency.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
Contents
ABOUT THE FUND
4 Expenses
6 Brief Overview of the Fund
7 Financial Highlights
10 Investment Objective and Policies
14 How the Fund is Managed
16 Performance of the Fund
16 ABOUT YOUR ACCOUNT
22 How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
23 Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans
26 How to Sell Shares
By Mail
By Telephone
By Wire
Checkwriting
27 How to Exchange Shares
29 Shareholder Account Rules and Policies
29 Dividends, Capital Gains and Taxes
<PAGE>
ABOUT THE FUND
Expenses
The Fund pays a variety of expenses directly for management of its
assets, administration, distribution of its shares and other services.
Each class of shares bears different expenses. All shareholders therefore
pay those expenses indirectly. Shareholders pay other expenses directly,
such as shareholder transactions charges. The following tables are
provided to help you understand your direct expenses of investing in the
Fund and your share of the Fund's business operating expenses that you
will bear indirectly. The numbers below are based on the Fund's expenses
during its last fiscal year ended December 31, 1994.
-- Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund. Please refer to "About Your Account" on pages
16 through 21 for an explanation of how and when these charges apply.
<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge None None None
on Purchases
- --------------------------------------------------------------------------
Sales Charge on None None None
Reinvestment Dividends
- --------------------------------------------------------------------------
Redemption Fees None(1) 5.0%(1)(2) 1.0%(1)(3)
- --------------------------------------------------------------------------
Exchange Fees None None None
- --------------------------------------------------------------------------
</TABLE>
1. There is a $10 transaction fee for redemptions paid by Federal Funds
wire, but not for redemption proceeds paid by check, or ACH wire through
AccountLink, or, with respect to Class A shares only, for which
checkwriting privileges are used (see "How to Sell Shares").
2. A 5% contingent deferred sales charge is imposed on the proceeds of
Class B shares redeemed within one year of their purchase, declining to
1% in the sixth year and eliminated thereafter, subject to certain
exceptions. See "How to Buy Shares," below.
3. A 1.0% contingent deferred sales charge is imposed on the proceeds of
Class C shares redeemed within 12 months of their purchase, subject to
certain conditions. See "How to Buy Shares," below.
-- Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business. For example,
the Fund pays management fees to its investment adviser, Oppenheimer
Management Corporation (which is referred to in this Prospectus as the
"Manager"). The rates of the Manager's fees are set forth below in "How
the Fund is Managed," below. The Fund has other regular expenses for
services, such as transfer agent fees, custodial fees paid to the bank
that holds its portfolio securities, audit fees and legal expenses. Those
expenses are detailed in the Fund's Financial Statements in the Statement
of Additional Information.
The numbers in the chart below are projections of the Fund's business
expenses based on the Fund's expenses in its last fiscal year. These
amounts are shown as a percentage of average net assets of each class of
the Fund's shares for that year.
The "12b-1 Distribution Plan Fees" for Class A shares are the Service
Plan Fees (which can be up to a maximum of 0.20% of average annual net
assets of that class), and for Class B and Class C shares, equal the
asset-based sales charge of 0.75%. At present, the service fee paid on
Class B and Class C shares has been set at zero but a service fee of up
to 0.25% is permitted.
The actual expenses for each class of shares in future years may be
more or less than the numbers in the chart, depending on a number of
factors, including the actual value of the Fund's assets represented by
each class of shares.
<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees 0.50% 0.50% 0.50%
- --------------------------------------------------------------------------
12b-1 Distribution Plan 0.20% 0.75% 0.75%
Fees
- --------------------------------------------------------------------------
Other Expenses 0.62% 0.64% 0.65%
- --------------------------------------------------------------------------
Total Fund Operating 1.32% 1.89% 1.90%
Expenses
- --------------------------------------------------------------------------
</TABLE>
-- Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown
below. Assume that you make a $1,000 investment in each class of shares
of the Fund, and the Fund's annual return is 5%, and that its operating
expenses for each class are the ones shown in the Annual Fund Operating
Expenses chart above. If you were to redeem your shares at the end of
each period shown below, your investment would incur the following
expenses by the end of 1, 3, 5 and 10 years:
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years(1)
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $13 $42 $ 72 $159
- --------------------------------------------------------------------------
Class B Shares $69 $89 $122 $193
- --------------------------------------------------------------------------
Class C Shares $29 $60 $103 $222
- --------------------------------------------------------------------------
</TABLE>
If you did not redeem your investment, it would incur the following
expenses:
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years(1)
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Shares $13 $42 $ 72 $159
- --------------------------------------------------------------------------
Class B Shares $19 $59 $102 $193
- --------------------------------------------------------------------------
Class C Shares $19 $60 $103 $222
- --------------------------------------------------------------------------
</TABLE>
1. The Class B expenses in years 7 through 10 are based on the Class A
expenses shown above, because the Fund automatically converts your Class
B shares into Class A shares after 6 years. Long-term Class B and Class
C shareholders could pay the economic equivalent of more than the maximum
front-end sales charge allowed under applicable regulations, because of
the effect of the asset-based sales charge and contingent deferred sales
charge. The automatic conversion is designed to minimize the likelihood
that this will occur. Please refer to "How to Buy Shares" for more
information.
These examples show the effect of expenses on an investment, but are
not meant to state or predict actual or expected costs or investment
returns of the Fund, all of which will vary.
A Brief Overview Of The Fund
Some of the important facts about the Fund are summarized below, with
references to the section of this Prospectus where more complete
information can be found. You should carefully read the entire Prospectus
before making a decision about investing in the Fund. Keep the Prospectus
for reference after you invest, particularly for information about your
account, such as how to sell or exchange shares.
-- What Is The Fund's Investment Objective? The Fund's investment
objective is to seek the maximum current income that is consistent with
stability of principal.
-- What Does The Fund Invest In? The Fund invests in money market
securities meeting specified quality standards consistent with Rule 2a-7
under the Investment Company Act of 1940. Those securities may include
U.S. government securities, bank obligations, commercial paper and certain
corporate debt obligations.
-- Who Manages The Fund? The Fund's investment adviser (the
"Manager") is Oppenheimer Management Corporation, which (including a
subsidiary) advises investment company portfolios having over $30 billion
in assets at March 31, 1995. The Fund's portfolio manager, Dorothy
Warmack, is employed by the Manager and is primarily responsible for the
selection of the Fund's securities. The Manager is paid an advisory fee
by the Fund, based on its assets. The Fund's Board of Trustees, elected
by shareholders, oversees the investment adviser and the portfolio
manager. Please refer to "How the Fund is Managed," starting on page 14
for more information about the Manager and its fees.
-- How Risky Is The Fund? The Fund is a money market fund that
seeks to maintain a net asset value per share of $1.00. Like all
investments, the value of the Fund's investments are subject to interest
rate risks and credit risks, and their value will vary inversely with
changes in interest rates. The types of securities in which the Fund
invests are of shorter maturities and the Fund generally holds them to
maturity, and price fluctuations should not affect the value of the Fund's
shares. There is no assurance that the Fund will be able to maintain a
net asset value per share at $1.00. For a further discussion, see
"Investment Policies and Strategies" below and "Determination of Net Asset
Value Per Share" in the Statement of Additional Information.
-- How Can I Buy Shares? You can buy Class A shares through your
dealer or financial institution, or you can purchase shares directly
through the Distributor by completing an Application or by using and
Automatic Investment Plan under AccountLink. The Fund's Class B and Class
C shares are generally available only by exchange at net asset value of
Class B shares or Class C shares of other OppenheimerFunds. Class B and
Class C shares may be purchased directly only by participants in the
OppenheimerFunds proprietary 401(k) plan.
Please refer to "How to Buy Shares" starting on page 16 for more
details.
-- Will I Pay A Sales Charge To Buy Shares? No. Shares of the Fund
may be purchased at their net asset value, which will remain fixed at
$1.00 per share except under extraordinary circumstances. However, shares
of the Fund may be subject to a contingent deferred sales charge when
redeemed, and Class B and Class C shares are subject to an annual asset-
based sales charge. There can be no assurance that the Fund's net asset
value will not vary.
-- How Can I Sell My Shares? Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer or by writing a check against your Fund account, or by wire to a
previously designated bank account. Please refer to "How to Sell Shares"
starting on page 23.
-- How Has The Fund Performed? The Fund measures its performance
by quoting its "yield" and "compounded effective yield," which measure
historical performance. Those yields can be compared to the yields of
other money market funds. Please remember that past performance does not
guarantee future results.
Financial Highlights
The table on the following pages presents selected financial
information about the Fund, including per share data and expense ratios
and other data based on the Fund's average net assets. This information
has been audited by Deloitte & Touche LLP, the Fund's independent
auditors, whose report on the Fund's Financial Statements for the fiscal
year ended December 31, 1994, is included in the Statement of Additional
Information.
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------
YEAR ENDED
DECEMBER 31,
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations--
net investment income and net realized
gain on investments .03 .02 .03 .06 .07
Dividends and distributions
to shareholders (.03) (.02) (.03) (.06) (.07)
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $99,361 $70,924 $89,266 $112,883 $44,293
Average net assets (in thousands) $87,908 $76,910 $104,970 $105,352 $32,637
Number of shares outstanding at
end of period (in thousands) 99,415 70,978 89,320 112,930 44,295
Ratios to average net assets:
Net investment income 3.25% 1.99% 3.07% 5.13% 7.32%
Expenses, before voluntary
reimbursement by the Manager 1.32% 1.55% 1.42% 1.22% 1.29%
Expenses, net of voluntary
reimbursement by the Manager N/A N/A 1.25% 1.15% 1.00%
</TABLE>
<TABLE>
<CAPTION>
CLASS B CLASS C
-------------------- ------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1989(3) 1994 1993(2) 1994 1993(1)
------ ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations--
net investment income and net realized
gain on investments .08 .03 --(4) .02 --(4)
Dividends and distributions
to shareholders (.08) (.03) --(4) (.02) --(4)
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $19,227 $46,803 $628 $5,604 $1
Average net assets (in thousands) $6,280 $21,262 $454 $2,107 $1
Number of shares outstanding at
end of period (in thousands) 19,228 46,803 628 5,604 1
Ratios to average net assets:
Net investment income 8.10%(5) 3.05% 1.49%(5) 3.19% 1.18%(5)
Expenses, before voluntary
reimbursement by the Manager 1.74%(5) 1.89% 2.12%(5) 1.90% 2.35%(5)
Expenses, net of voluntary
reimbursement by the Manager 1.00%(5) N/A N/A N/A N/A
</TABLE>
1. For the period from December 1, 1993
(inception of offering) to December 31, 1993.
2. For the period from August 17, 1993
(inception of offering) to December 31, 1993.
3. For the period from January 3, 1989
(commencement of operations) to December 31,
1989.
4. Less than $.005 per share.
5. Annualized.
<PAGE>
Investment Objective and Policies
Objective. The Fund invests its assets to seek the maximum current income
that is consistent with stability of principal.
Investment Policies and Strategies. In seeking its objective, the Fund
invests in money market securities meeting specified quality standards
consistent with Rule 2a-7 under the Investment Company Act of 1940.
Shares of each class may be purchased at their respective net asset value,
which will remain fixed at $1.00 per share except under extraordinary
circumstances. Class B shares and Class C shares may be acquired by
exchange, only, of Class B and Class C shares, respectively, of other
OppenheimerFunds. There can be no assurance, however, that the Fund's net
asset values will not vary or that the Fund will achieve its investment
objective.
-- Money Market Securities. Money market securities in which the
Fund may invest include:
-- U.S. Government Securities. Obligations issued or guaranteed by
the U.S. Government or any of its agencies or instrumentalities.
-- Bank Obligations and Instruments Secured Thereby. Time deposits,
certificates of deposit and bankers' acceptances if they are (1)
obligations of a domestic bank with total assets of at least $1 billion
or (2) U.S. dollar-denominated obligations of a foreign bank with total
assets of at least U.S. $1 billion. The Fund may also invest in
instruments secured by such obligations, such as other debt obligations
guaranteed by the bank. The term "bank" includes commercial banks,
savings banks, and savings and loan associations which may or may not be
members of the Federal Deposit Insurance Corporation ("FDIC"). The term
"foreign bank" includes foreign branches of U.S. banks (issuers of
"Eurodollar" instruments), U.S. branches and agencies of foreign banks
(issuers of "Yankee dollar" instruments), and foreign branches of foreign
banks.
-- Commercial Paper. Commercial paper is short-term, unsecured
promissory notes of a domestic or foreign company. The Fund's purchase
of commercial paper is limited to direct obligations of issuers that at
the time of purchase are Eligible Securities (defined below), and that are
rated by at least one Rating Organization in one of the two highest rating
categories for short-term debt securities, or are unrated securities
judged by the Manager to be comparable securities.
-- Corporate Obligations. Corporate debt obligations other than
commercial paper of issuers that at the time of purchase are Eligible
Securities that are rated by at least one Rating Organization in one of
the two highest rating categories for short-term debt securities, or
comparable unrated securities.
-- Other Obligations. Obligations other than those listed above if
they are (1) subject to repurchase agreements or (2) guaranteed as to
principal and interest by a domestic bank having total assets in excess
of $1 billion or by a corporation whose commercial paper may be purchased
by the Fund.
-- Board-Approved Instruments. These are U.S. dollar-denominated
investments which the Board determines present minimal credit risks and
which are of "high quality" as determined by any Rating Organization or,
in the case of an instrument that is not rated, of comparable quality to
an instrument that is an "Eligible Security," as determined by the Board.
This policy shall be interpreted in light of the restrictions imposed by
Rule 2a-7, described below. Currently, such Board-approved instruments
include dollar-denominated obligations of foreign banks payable in the
U.S. or in London, England, floating or variable rate demand notes, asset-
backed securities, and bank loan participation agreements, subject to
restrictions adopted by the Board. The Board may change its restrictions
from time to time.
-- Interest Rate Risk. The market value of the securities held by
the Fund may be affected by changes in general interest rates. The
current value of debt securities varies inversely with changes in
prevailing interest rates. If interest rates increase after a security
is purchased, that security would normally decline in value. If interest
rates decrease after a security is purchased, its value would rise.
However, those fluctuations in value will not generally result in realized
gains or losses to the Fund since the Fund does not usually intend to
dispose of securities prior to their maturity. A debt security held to
maturity is payable by its issuer at full principal value plus accrued
interest. The Fund may dispose of a portfolio security prior to its
maturity if the Fund believes such disposition advisable or if the Fund
needs to generate cash to satisfy redemptions. In such cases, the Fund
may realize a capital gain or loss.
-- Ratings of Securities. Under Rule 2a-7 of the Investment Company
Act of 1940, the Fund uses the amortized cost method to value its
portfolio securities to determine the Fund's net asset value per share.
Rule 2a-7 places restrictions on a money market fund's investments. Under
the Rule, the Fund may purchase only those securities that the Manager,
under Board-approved procedures, has determined have minimal credit risks
and are "Eligible Securities". An "Eligible Security" is (a) one that has
been rated in one of the two highest short-term rating categories by any
two "nationally-recognized statistical rating organizations" (as defined
in the Rule) ("Rating Organizations"), or, if only one Rating Organization
has rated that security, by that Rating Organization, or (b) an unrated
security that is judged by the Manager to be of comparable quality to
"Eligible Securities" rated by Rating Organizations. The Rule permits the
Fund to purchase "First Tier Securities," which are Eligible Securities
rated in the highest rating category for short-term debt obligations by
at least two Rating Organizations, or, if only one Rating Organization has
rated a particular security, by that Rating Organization, or comparable
unrated securities. Under the Rule, the Fund may invest only up to 5% of
its assets in "Second Tier Securities," which are Eligible Securities that
are not "First Tier Securities."
In addition to the overall 5% limit on Second Tier Securities, the
Fund may not invest more than (i) 5% of its total assets in the securities
of any one issuer (other than the U.S. Government, its agencies or
instrumentalities) or (ii) 1% of its total assets or $1 million (whichever
is greater) in Second Tier Securities of any one issuer. The Fund's Board
must approve or ratify the purchase of Eligible Securities that are
unrated or are rated by only one Rating Organization. Additionally, under
Rule 2a-7, the Fund must maintain a dollar-weighted average portfolio
maturity of no more than 90 days, and the maturity of any single portfolio
investment may not exceed 397 days. Certain of the Fund's investment
policies are more restrictive than the provisions of Rule 2a-7. See
"Other Investment Restrictions," below. For example, as a matter of
fundamental policy, the Fund cannot invest in any debt instrument having
a maturity in excess of one year from the date of purchase, unless subject
to a demand feature not exceeding one year that requires payment on not
more than 30 days' notice. The Board regularly reviews reports from the
Manager with respect to compliance by the Manager with the Fund's
procedures and with the Rule.
Appendix A of the Statement of Additional Information contains
descriptions of the rating categories of Rating Organizations. Ratings
at the time of purchase will determine whether securities may be acquired
under the above restrictions. The rating restrictions described in this
Prospectus do not apply to banks in which the Fund's cash is kept.
Subsequent downgrades in ratings may require reassessments of the credit
risks presented by a security and may require their sale.
-- Can the Fund's Investment Objective and Policies Change? The Fund
has an investment objective, described above, as well as investment
policies it follows to try to achieve its objective. Additionally, the
Fund uses certain investment techniques and strategies in carrying out
those investment polices. The Fund's investment policies and techniques
are not "fundamental" unless this Prospectus or the Statement of
Additional Information says that a particular policy is "fundamental."
The Fund's investment objective is a fundamental policy.
The Fund's Board of Trustees may change non-fundamental policies
without shareholder approval, although significant changes will be
described in amendments to this Prospectus. Fundamental policies cannot
be changed without the approval of a "majority" of the Fund's outstanding
voting shares. The term "majority" is defined in the Investment Company
Act to be a particular percentage of outstanding voting shares (and this
term is explained in the Statement of Additional Information).
Other Investment Techniques and Strategies. The Fund may also use the
investment techniques and strategies described below. These techniques
involve certain risks. The Statement of Additional Information contains
more information about these practices, including limitations on their use
that are designed to reduce some of the risks.
-- Floating Rate/Variable Rate Notes. The Fund may purchase notes
with floating or variable interest rates. Variable rates are adjustable
at stated periodic intervals. Floating rates are adjusted automatically
according to a specified market index for such investments, such as the
prime rate of a bank. If the maturity of such notes is greater than one
year, they may be purchased if they have a demand feature which may not
exceed one year and requires payment on not more than 30 days' notice.
-- Obligations of Foreign Banks and Foreign Branches of U.S. Banks.
Because the Fund may invest in U.S. dollar-denominated securities of (1)
foreign banks that are payable in the U.S. or in London, England, and (2)
foreign branches of U.S. banks, the Fund may be subject to additional
investment risks different from those incurred by an investment company
that invests only in debt obligations of domestic branches of U.S. banks.
Such risks may include future political and economic developments of the
country in which the bank or branch is located, possible imposition of
withholding taxes on interest income payable on the securities, possible
seizure or nationalization of foreign deposits, the possible establishment
of exchange control regulations, or the adoption of other governmental
restrictions that might affect the payment of principal and interest on
such securities. Additionally, not all U.S. and state banking laws and
regulations applicable to domestic banks relating to maintenance of
reserves, loan limits and financial soundness apply to foreign branches
of domestic banks, and none of them apply to foreign banks.
-- Bank Loan Participation Agreements. Subject to the provisions of
Rule 2a-7 and the limitation on "illiquid securities," below, the Fund may
invest in bank loan participation agreements that provide the Fund with
an undivided interest in a loan made by the issuing bank in the proportion
the Fund's interest bears to the total principal amount of the loan. The
Fund must look to the creditworthiness of the borrower obligated to make
principal and interest payments on the loan.
-- Asset-Backed Securities. Subject to Rule 2a-7, the Fund may
invest in asset-backed securities which are fractional interests in pools
of consumer loans and other trade receivables. They are issued by trusts
and special purpose corporations. They are backed by a pool of assets,
such as credit card or auto loan receivables, which are the obligations
of a number of different parties. The income from the underlying pool is
passed through to holders, such as the Fund. These securities are
frequently supported by a credit enhancement, such as a letter of credit,
a guarantee or a preference right. However, the extent of the credit
enhancement may be different for different securities and generally
applies to only a fraction of the security's value. A risk of these
securities is that the issuer of the security may have no security
interest in the related collateral.
-- Loans of Portfolio Securities. To attempt to increase its income,
the Fund may lend its portfolio securities to certain types of eligible
borrowers approved by the Board of Trustees. After any loan, the value
of the securities loaned must not exceed 25% of the value of the Fund's
total assets. There are some risks in connection with securities lending.
The Fund might experience a delay in receiving additional collateral to
secure a loan, or a delay in recovery of the loaned securities. The Fund
presently does not intend to engage in loans of securities that will
exceed 5% of the value of the Fund's total assets in the coming year.
-- Repurchase Agreements. The Fund may enter into repurchase
agreements. Repurchase agreements must be fully collateralized. However,
if the vendor fails to pay the resale price on the delivery date, the Fund
may incur costs in disposing of the collateral and may experience losses
if there is any delay in its ability to do so. The Fund will not enter
into a repurchase agreement that will cause more than 10% of its net
assets to be subject to repurchase agreements maturing in more than seven
days. There is no limit on the amount of the Fund's net assets that may
be subject to repurchase agreements of seven days or less. See the
Statement of Additional Information for more details.
-- Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Trustees, the Manager
determines the liquidity of certain of the Fund's investments. Investments
may be illiquid because of the absence of an active trading market, making
it difficult to value them or dispose of them promptly at an acceptable
price. A restricted security is one that has a contractual restriction
on its resale or which cannot be sold publicly until it is registered
under the Securities Act of 1933. The Fund will not invest more than 10%
of its net assets in illiquid or restricted securities. Certain restricted
securities, eligible for resale to qualified institutional purchasers, are
not subject to that limit.
Other Investment Restrictions. The Fund has other investment restrictions
which are fundamental policies. Under these fundamental policies, the
Fund cannot do any of the following: (1) invest in any debt instrument
having a maturity in excess of one year from the date of purchase, unless
purchased subject to a demand feature which may not exceed one year and
requires payment on not more than 30 days' notice; (2) enter into a
repurchase agreement or purchase a security subject to a call for
redemption if the scheduled repurchase or redemption date is greater than
one year; (3) with respect to 75% of its assets, purchase securities
issued or guaranteed by any one issuer (except the U.S. Government or its
agencies or instrumentalities), if more than 5% of the Fund's total assets
would be invested in securities of that issuer or the Fund would then own
more than 10% of that issuer's voting securities; (4) concentrate
investments to the extent of 25% of its assets in any industry; except for
obligations of foreign banks or foreign branches of domestic banks, the
instruments set forth in "Bank Obligations and Instruments Secured
Thereby" and "U.S. Government Securities" under "Investment Objective and
Policies" are not subject to this limitation; (5) make loans, except that
the Fund may purchase debt instruments described in "Investment Objective
and Policies" and repurchase agreements, and the Fund may lend its
portfolio securities as described in its investment policy stated above;
or (6) borrow money in excess of 10% of the value of its total assets or
make any investment when borrowings exceed 5% of the value of its total
assets; it may borrow only as a temporary measure for extraordinary or
emergency purposes; no assets of the Fund may be pledged, mortgaged or
assigned to secure a debt.
All of the percentage restrictions described above and elsewhere in
this Prospectus and the Statement of Additional Information (except those
restricting borrowing money), apply only at the time the Fund purchases
a security, and the Fund need not dispose of a security merely because the
size of the Fund's assets has changed or the security has increased in
value relative to the size of the Fund. There are other fundamental
policies discussed in the Statement of Additional Information.
How the Fund is Managed
Organizational History. The Fund was organized in 1988 as a Massachusetts
business trust. The Fund is a diversified, open-end management investment
company with an unlimited number of authorized shares of beneficial
interest.
The Fund is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders under Massachusetts law. The
Trustees meet periodically throughout the year to oversee the Fund's
activities, review its performance, and review the actions of the Manager.
"Trustees and Officers of the Fund" in the Statement of Additional
Information names the Trustees and the officers of the Fund and provides
more information about them. Although the Fund is not required by law to
hold annual meetings, it may hold shareholder meetings from time to time
on important matters, and shareholders have the right to call a meeting
to remove a Trustee or to take other action described in the Fund's
Declaration of Trust.
The Board of Trustees has the power, without shareholder approval,
to divide unissued shares of the Fund into two or more classes. Each
class may have a different net asset value. The Board has done so, and
the Fund currently has three classes of shares, Class A, Class B and Class
C. Each class has its own dividends and distributions, and pays certain
expenses which may be different for the different classes. Each share has
one vote at shareholder meetings, with fractional shares voting
proportionally. Only shares of a class vote together on matters that
affect that class alone. Shares are freely transferrable.
The Manager and Its Affiliates. The Fund is managed by the Manager, which
handles its day-to-day business. The Manager carries out its duties,
subject to the policies established by the Board of Trustees, under an
Investment Advisory Agreement which states the Manager's responsibilities
and its fees, and describes the expenses that the Fund pays to conduct its
business.
The Manager has operated as an investment adviser since 1959. The
Manager (including a subsidiary) currently manages investment companies,
including other OppenheimerFunds, with assets of more than $30 billion as
of March 31, 1995, and with more than 2.4 million shareholder accounts.
The Manager is owned by Oppenheimer Acquisition Corp., a holding company
that is owned in part by senior officers of the Manager and controlled by
Massachusetts Mutual Life Insurance Company, a mutual life insurance
company.
-- Portfolio Manager. The Portfolio Manager of the Fund (who is also
a Vice President of the Fund) is Dorothy Warmack, a Vice President of the
Manager. She has been responsible for the day-to-day management of the
Fund's portfolio since January, 1992. She also serves as an officer of
Centennial Asset Management Corporation, an investment adviser subsidiary
of the Manager, and as an officer and portfolio manager for other
OppenheimerFunds.
-- Fees and Expenses. Under the Investment Advisory Agreement, the
Fund pays the Manager the following annual fees, which decline on
additional assets as the Fund grows: 0.50% of the first $250 million of
net assets; 0.475% of the next $250 million; 0.45% of the next $250
million; 0.425% of the next $250 million; and 0.40% of net assets in
excess of $1 billion. The Fund's management fee for its last fiscal year
was 0.50% of average annual net assets for Class A, Class B and Class C
shares, respectively.
The Fund pays expenses related to its daily operations, such as
custodian fees, Trustees' fees, transfer agency fees, legal and auditing
costs. Those expenses are paid out of the Fund's assets and are not paid
directly by shareholders, but are indirectly borne by shareholders through
their investment. More information about the Investment Advisory Agreement
and the other expenses paid by the Fund is contained in the Statement of
Additional Information.
-- The Distributor. The Fund's shares are sold through dealers and
brokers that have a sales agreement with Oppenheimer Funds Distributor,
Inc., a subsidiary of the Manager that acts as the Distributor. The
Distributor also distributes the shares of other mutual funds managed by
the Manager (the "OppenheimerFunds") and is sub-distributor for funds
managed by a subsidiary of the Manager.
-- The Transfer Agent. The Fund's transfer agent is Oppenheimer
Shareholder Services, a division of the Manager, which acts as the
shareholder servicing agent for the Fund and the other OppenheimerFunds
on an "at-cost" basis. Shareholders should direct inquiries about their
accounts to the Transfer Agent at the address and toll-free numbers shown
below in this Prospectus or on the back cover.
Performance of the Fund
Explanation of Performance Terminology. The Fund uses the terms "yield"
and "compounded effective yield" to illustrate its performance. This
performance information may be useful to help you see how well your
investment has done and to compare it to other money market funds.
It is important to understand that the Fund's yields represent past
performance and should not be considered to be predictions of future
performance. This performance data is described below, but more detailed
information about how yields are calculated is contained in the Statement
of Additional Information, which also contains information about other
ways to measure and compare the Fund's performance. The Fund's investment
performance will vary over time, depending on market conditions, the
composition of the portfolio, expenses and which class of shares you
acquire.
-- Yield. The "yield" of each class of shares of the Fund is the
net investment income generated by an investment in a class of shares of
the Fund over a seven-day period, which is then "annualized." In
annualizing, the amount of income generated by the investment during that
seven days is assumed to be generated each week over a 52-week period, and
is shown as a percentage of the investment.
-- Compounded Effective Yield. The "compounded effective yield" of
each class of shares of the Fund is calculated similarly, but the
annualized income earned by an investment in a class of shares of the Fund
is assumed to be reinvested. The "compounded effective yield" will be
slightly higher than the yield because of the effect of the assumed
reinvestment.
ABOUT YOUR ACCOUNT
How to Buy Shares
Classes of Shares. The Fund's Class A shares may be purchased without
sales charge. Class B shares may generally be acquired only by exchange
of Class B shares of other OppenheimerFunds. Class C shares may generally
be acquired only by exchange of Class C shares of other OppenheimerFunds.
Class B and Class C shares may be purchased directly only by participants
in the OppenheimerFunds proprietary 401(k) plan.
-- Class A Shares. You may buy Class A shares without paying a sales
charge.
-- Class B Shares. If you acquire Class B shares, you pay no sales
charge at the time of purchase. However, if you redeem your shares, a 5%
contingent deferred sales charge is normally imposed on shares redeemed
within one year of purchase, declining to 1% in the sixth year and
eliminated thereafter.
-- Class C Shares. If you acquire Class C shares, you pay no sales
charge at the time of purchase, but if you sell your shares within 12
months of buying them, you will normally pay a contingent deferred sales
charge of 1%.
-- At What Price Are Shares Sold? The offering price of shares of
each class is the net asset value per share, without an initial sales
charge (but Class B and C shares may be subject to a contingent deferred
sales charge when they are redeemed, as described in the preceding
sections). The net asset value of each class of shares will remain fixed
at $1.00 per share, except under extraordinary circumstances, which are
more fully discussed in "Determination of Net Asset Value Per Share" in
the Statement of Additional Information. The Fund intends to be as fully
invested as practicable to maximize its yield. Therefore, dividends will
accrue on newly-purchased shares only after the purchase order is accepted
by the Distributor, as described below.
In most cases, to enable you to receive that day's offering price,
the Distributor must receive your order by the time of day The New York
Stock Exchange closes, which is normally 4:00 P.M., New York time, but may
be earlier on some days (all references to time in this Prospectus mean
"New York time"). The net asset value of each class is determined as of
that time on each day The New York Stock Exchange is open (which is a
"regular business day"). If you buy shares through a dealer, unless your
dealer uses the "guaranteed payment" procedure described below, the dealer
must receive your order by the close of The New York Stock Exchange on a
regular business day and transmit it to the Distributor so that it is
received before the Distributor's close of business that day, which is
normally 5:00 P.M. The Distributor may reject any purchase order for the
Fund's shares, in its sole discretion.
Buying Class A Shares. You can open a Fund account for Class A shares
with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $25. There are reduced minimum
investments under special investment plans:
With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial and
subsequent investments of as little as $25; and subsequent purchases of
at least $25 can be made by telephone through AccountLink.
Under pension and profit-sharing plans and Individual Retirement
Accounts (IRAs), you can make an initial investment of as little as $250
(if your IRA is established under an Asset Builder Plan, the $25 minimum
applies), and subsequent investments may be as little as $25.
There is no minimum investment requirement if you are buying shares
by reinvesting dividends from the Fund or other OppenheimerFunds (a list
of them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or by reinvesting distributions
from unit investment trusts that have made arrangements with the
Distributor.
-- How Are Shares Purchased? You can buy shares several ways --
through any dealer, broker or financial institution that has a sales
agreement with the Distributor, or directly through the Distributor, or
automatically from your bank account through an Asset Builder Plan under
the OppenheimerFunds AccountLink service.
-- Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.
-- Buying Shares Through the Distributor. Complete an
OppenheimerFunds New Account Application and return it with a check
payable to "Oppenheimer Funds Distributor, Inc." Mail it to P.O. Box 5270,
Denver, Colorado 80217. If you don't list a dealer on the application,
the Distributor will act as your agent in buying the shares.
-- Payment by Check. If payment is made by check in U.S. dollars
drawn on a U.S. bank, dividends will begin to accrue on the next regular
business day after the purchase order is accepted by the Distributor.
-- Payment by Federal Funds Wire. Shares may be purchased by Federal
Funds wire. The minimum investment is $2,500. You must first call the
Distributor's Wire Department at 1-800-525-7041 to notify the Distributor
of the wire, and to receive further instructions.
-- Guaranteed Payment. Broker-dealers that have sales agreements
with the Distributor may place purchase orders with the Distributor before
the close of The New York Stock Exchange on a regular business day, and
the order will be effected that day if the broker-dealer guarantees that
the Fund's Custodian Bank will receive Federal Funds to pay for the
purchase by 2:00 P.M., on the next regular business day. Dividends will
begin to accrue on shares purchased in this way on the regular business
day the Federal Funds are received by the required time.
-- Buying Shares Through OppenheimerFunds AccountLink. You can use
AccountLink to link your Fund account with an account at a U.S. bank or
other financial institution that is an Automated Clearing House (ACH)
member. You can then transmit funds electronically to purchase shares,
or to have the Transfer Agent send redemption proceeds, or transmit
dividends and distributions to your bank account.
Shares are purchased for your account through AccountLink on the
regular business day the Distributor is instructed by you to initiate the
ACH transfer to buy shares. You can provide those instructions
automatically, under an Asset Builder Plan, described below, or by
telephone instructions using OppenheimerFunds PhoneLink, also described
below. You should request AccountLink privileges on the application or
dealer settlement instructions used to establish your account. Please
refer to "AccountLink," below for more details.
-- Asset Builder Plans. You may purchase shares of the Fund (and up
to four other OppenheimerFunds) automatically each month from your account
at a bank or other financial institution under an Asset Builder Plan with
AccountLink. Details are on the Application and in the Statement of
Additional Information.
-- Service Plan for Class A Shares. The Fund has adopted a Service
Plan for Class A shares to reimburse the Distributor for a portion of its
costs incurred in connection with the personal service and maintenance of
accounts that hold Class A shares. Reimbursement is made quarterly at an
annual rate that may not exceed 0.20% of the average annual net assets of
Class A shares of the Fund. The Distributor uses all of those fees to
compensate dealers, brokers, banks and other financial institutions
quarterly for providing personal service and maintenance of accounts of
their customers that hold Class A shares and to reimburse itself (if the
Fund's Board of Trustees authorizes such reimbursements, which it has not
yet done) for its other expenditures under the Plan.
Services to be provided include, among others, answering customer
inquiries about the Fund, assisting in establishing and maintaining
accounts in the Fund, making the Fund's investment plans available and
providing other services at the request of the Fund or the Distributor.
Payments are made by the Distributor quarterly at an annual rate not to
exceed 0.20% of the average annual net assets of Class A shares held in
accounts of the dealer or its customers. The payments under the Plan
increase the annual expenses of Class A shares. For more details, please
refer to "Distribution and Service Plans" in the Statement of Additional
Information.
Class B Shares. Class B shares may be acquired at net asset value per
share only by exchange of Class B shares of other OppenheimerFunds. If
Class B shares are redeemed within 6 years of the purchase of the Class
B shares that were exchanged, a contingent deferred sales charge will be
deducted from the redemption proceeds. That sales charge will not apply
to shares purchased by the reinvestment of dividends or capital gains
distributions. The charge will be assessed on the lesser of the net asset
value of the shares at the time of redemption or the original purchase
price. The contingent deferred sales charge is not imposed on the amount
of your account value represented by the increase in net asset value over
the initial purchase price (including increases due to the reinvestment
of dividends and capital gains distributions).
To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 6 years, and (3) shares held the longest during the
6-year period.
The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:
Contingent Deferred Sales Charge
Years Since Purchase On Redemptions in that Year
Payment Was Made (As % of Amount Subject to Charge)
- -------------------------------------------------------------------------
0 - 1 5.0%
- -------------------------------------------------------------------------
1 - 2 4.0%
- -------------------------------------------------------------------------
2 - 3 3.0%
- -------------------------------------------------------------------------
3 - 4 3.0%
- -------------------------------------------------------------------------
4 - 5 2.0%
- -------------------------------------------------------------------------
5 - 6 1.0%
- -------------------------------------------------------------------------
6 and following None
In the table, a "year" is a 12-month period. All purchases are
considered to have been made on the first regular business day of the
month in which the purchase was made.
-- Waivers of Class B Sales Charge. The Class B contingent deferred
sales charge will be waived if the shareholder requests it for any of the
following redemptions: (1) distributions to participants or beneficiaries
from Retirement Plans, if the distributions are made (a) under an
Automatic Withdrawal Plan after the participant reaches age 59-1/2, as
long as the payments are no more than 10% of the account value annually
(measured from the date the Transfer Agent receives the request), or (b)
following the death or disability (as defined in the Internal Revenue
Code) of the participant or beneficiary; (2) redemptions from accounts
other than Retirement Plans following the death or disability of the
shareholder (the disability must have occurred after the account was
established and you must provide evidence of a determination of disability
by the Social Security Administration); (3) returns of excess
contributions to Retirement Plans and (4) distributions from IRAs
(including SEP-IRAs and SAR/SEP accounts) before the participant is age
59 1/2, and distributions from 403(b)(7) custodial plans or pension or
profit sharing plans before the participant is age 59 1/2 but only after
the participant has separated from service, if the distributions are made
in substantially equal periodic payments over the life (or life
expectancy) of the participant or the joint lives (or joint and last
survivor expectancy) of the participant and the participant's designated
beneficiary (and the distributions must comply with the other requirements
for such distributions under the Internal Revenue Code and may not exceed
10% of the account value annually, measured from the date the Transfer
Agent receives the request).
The contingent deferred sales charge is also waived on Class B shares
in the following cases: (1) shares sold to the Manager or its affiliates;
(2) shares sold to registered management investment companies or separate
accounts of insurance companies having an agreement with the Manager or
the Distributor for that purpose; (3) shares issued in plans of
reorganization to which the Fund is a party; and (4) shares redeemed in
involuntary redemptions as described below.
-- Automatic Conversion of Class B Shares. 72 months after you
purchase Class B shares of another OppenheimerFund that are exchanged for
Class B shares of the Fund, those shares will automatically convert to
Class A shares. This conversion feature relieves Class B shareholders of
the asset-based sales charge that applies to Class B shares under the
Class B Distribution and Service Plan, described below. The conversion is
based on the relative net asset value of the two classes, and no sales
load or other charge is imposed. When Class B shares convert, any other
Class B shares that were acquired by the reinvestment of dividends and
distributions on the converted shares will also convert to Class A shares.
The conversion feature is subject to the continued availability of a tax
ruling described in "Alternative Sales Arrangements - Class A, Class B and
Class C Shares" in the Statement of Additional Information.
-- Distribution and Service Plan for Class B Shares. The Fund has
adopted a Distribution and Service Plan for Class B shares to reimburse
the Distributor in connection with the distribution and service of the
Fund's Class B shares. Under the Plan, the Fund pays the Distributor an
annual "asset-based sales charge" of 0.75% per year on Class B shares that
are outstanding for 6 years or less. The Distributor is also authorized
to receive a service fee of 0.25% per year. At present the service fee
paid on Class B shares by the Fund to the Distributor and by the
Distributor to dealers is set at zero. Both fees are computed on the
average annual net assets of Class B shares, determined as of the close
of each regular business day.
The Class B Plan enables the Distributor to offer an exchange
privilege between Class B shares of the Fund and Class B shares of other
OppenheimerFunds, as described below, without assessing a contingent
deferred sales charge at the time of the exchange. The asset-based sales
charge paid to the Distributor by the Fund and the payment of the
contingent deferred sales charges are intended to compensate the
Distributor for its activities related to the offering of Class B shares
of Oppenheimer Funds.
The Distributor would use the service fee to compensate dealers for
providing personal service and account maintenance services for accounts
that hold Class B shares. Those services are similar to those provided
under the Class A Service Plan, described above. The asset-based sales
charge increases Class B expenses by up to 0.75% of average net assets per
year, and if the service fee were paid, would further increase the Fund's
expenses by 0.25% of average net assets per year.
If the Plan is terminated by the Fund, the Board of Trustees may
allow the Fund to continue payments of the net asset-based sales charge
to the Distributor for certain expenses it incurred before the Plan was
terminated.
Class C Shares. Class C shares may be acquired at net asset value per
share only by exchange of Class C shares of other OppenheimerFunds.
However, if Class C shares are redeemed within 12 months of the purchase
of the Class C shares that were exchanged, a contingent deferred sales
charge of 1.0% will be deducted from the redemption proceeds. That sales
charge will not apply to shares purchased by the reinvestment of dividends
or capital gains distributions. The charge will be assessed on the lesser
of the net asset value of the shares at the time of redemption or the
original purchase price. The contingent deferred sales charge is not
imposed on the amount of your account value represented by the increase
in net asset value over the initial purchase price (including increases
due to the reinvestment of dividends and capital gains distributions).
To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 12 months, and (3) shares held the longest during the
12-month period.
-- Waivers of Class C Sales Charge. The Class C contingent deferred
sales charge will be waived if the shareholder requests it for any of the
redemptions or circumstances described above under "Waivers of Class B
Sales Charge."
-- Distribution and Service Plan for Class C Shares. The Fund has
adopted a Distribution and Service Plan for Class C shares to reimburse
the Distributor in connection with the distributing and service of the
Fund's Class C shares. Under the Plan, the Fund pays the Distributor an
annual "asset-based sales charge" of 0.75% per year on Class C shares.
The Distributor is also authorized to receive a service fee of 0.25% per
year. At present, the service fee paid on Class C shares by the Fund to
the Distributor and by the Fund to dealers is set at zero. Both fees are
computed on the average annual net assets of Class C shares, determined
as of the close of each regular business day. The Class C Plan enables
the Distributor to offer an exchange privilege between Class C shares of
the Fund and Class C shares of other OppenheimerFunds, as described below,
without assessing a contingent deferred sales charge at the time of
exchange. The asset-based sales charge paid to the Distributor by the
Fund and the payment of the contingent deferred sales charges are intended
to compensate the Distributor for its activities related to the offering
of Class C shares of OppenheimerFunds.
The Distributor would use the service fee to compensate dealers for
providing personal service and account maintenance services for accounts
that hold Class C shares. Those services are similar to those provided
under the Class A Service Plan, described above. The asset-based sales
charge increases Class C expenses by up to 0.75% of average net assets per
year and if the service fee were paid, would further increase the Fund's
expenses by 0.25% of average net assets per year.
If the Plan is terminated by the Fund, the Board of Trustees may
allow the Fund to continue payments of the asset-based sales charge to the
Distributor for certain expenses it incurred before the Plan was
terminated.
Special Investor Services
AccountLink. OppenheimerFunds AccountLink links your Fund account to your
account at your bank or other financial institution to enable you to send
money electronically between those accounts to perform a number of types
of account transactions, including purchases of shares by telephone
(either through a service representative or by PhoneLink, described
below), automatic investments under Asset Builder Plans, and sending
dividends and distributions or Automatic Withdrawal Plan payments directly
to your bank account. Please refer to the Application for details or call
the Transfer Agent for more information.
AccountLink privileges must be requested on the Application you use
to buy shares, or on your dealer's settlement instructions if you buy your
shares through your dealer. After your account is established, you can
request AccountLink privileges on signature-guaranteed instructions to the
Transfer Agent. AccountLink privileges will apply to each shareholder
listed in the registration on your account as well as to your dealer
representative of record unless and until the Transfer Agent receives
written instructions terminating or changing those privileges. After you
establish AccountLink for your account, any change of bank account
information must be made by signature-guaranteed instructions to the
Transfer Agent signed by all shareholders who own the account.
-- Using AccountLink to Buy Shares. Purchases may be made by
telephone only after your account has been established. To purchase shares
in amounts up to $250,000 through a telephone representative, call the
Distributor at 1-800-852-8457. The purchase payment will be debited from
your bank account.
-- PhoneLink. PhoneLink is the OppenheimerFunds automated telephone
system that enables shareholders to perform a number of account
transactions automatically using a touch-tone phone. PhoneLink may be used
on already-established Fund accounts after you obtain a Personal
Identification Number (PIN), by calling the special PhoneLink number: 1-
800-533-3310.
-- Purchasing Shares. You may purchase shares in amounts up to
$100,000 by phone, by calling 1-800-533-3310. You must have established
AccountLink privileges to link your bank account with the Fund, to pay for
these purchases.
-- Exchanging Shares. With the OppenheimerFunds Exchange Privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another OppenheimerFunds account you have already
established by calling the special PhoneLink number. Please refer to "How
to Exchange Shares," below, for details.
-- Selling Shares. You can redeem shares by telephone automatically
by calling the PhoneLink number and the Fund will send the proceeds
directly to your AccountLink bank account. Please refer to "How to Sell
Shares," below for details.
Automatic Withdrawal and Exchange Plans. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
OppenheimerFunds account on a regular basis:
-- Automatic Withdrawal Plans. If your Fund account is $5,000 or
more, you can establish an Automatic Withdrawal Plan to receive payments
of at least $50 on a monthly, quarterly, semi-annual or annual basis. The
checks may be sent to you or sent automatically to your bank account on
AccountLink. You may even set up certain types of withdrawals of up to
$1,500 per month by telephone. You should consult the Application and
Statement of Additional Information for more details. Class B and Class
C shareholders should not establish Automatic Withdrawal Plans because of
the possible imposition of a contingent deferred sales upon redemption of
such shares.
-- Automatic Exchange Plans. You can authorize the Transfer Agent to
exchange an amount you establish in advance automatically for shares of
up to five other OppenheimerFunds on a monthly, quarterly, semi-annual or
annual basis under an Automatic Exchange Plan. The minimum purchase for
each other OppenheimerFunds account is $25. These exchanges are subject
to the terms of the Exchange Privilege, described below.
Reinvestment Privilege. If you redeem some or all of your Fund shares,
you have up to 6 months to reinvest all or part of the redemption proceeds
in Class A shares of the Fund or other OppenheimerFunds without paying a
sales charge. This privilege applies to Class A shares that you sell, and
Class B and Class C shares on which you paid a contingent deferred sales
charge when you redeemed them. You must be sure to ask the Distributor for
this privilege when you send your payment. Please consult the Statement
of Additional Information for more details.
Retirement Plans. Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer,
the plan trustee or administrator must make the purchase of shares for
your retirement plan account. The Distributor offers a number of different
retirement plans that can be used by individuals and employers:
-- Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses
-- 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations
-- SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SARSEP-IRAs.
-- Pension and Profit-Sharing Plans for self-employed persons and
small business owners
Please call the Distributor for the OppenheimerFunds plan documents,
which contain important information and applications.
How to Sell Shares
You can arrange to take money out of your account on any regular
business day by selling (redeeming) some or all of your shares. Your
shares will be sold at the next net asset value calculated after your
order is received and accepted by the Transfer Agent. The Fund offers you
a number of ways to sell your shares: in writing, by telephone or by wire
or by using the Fund's checkwriting privilege. You can also set up
Automatic Withdrawal Plans to redeem shares on a regular basis, as
described above. If you have questions about any of these procedures, and
especially if you are redeeming shares in a special situation, such as due
to the death of the owner, or from a retirement plan, please call the
Transfer Agent first, at 1-800-525-7048, for assistance.
-- Retirement Accounts. To sell shares in an OppenheimerFunds
retirement account in your name, call the Transfer Agent for a
distribution request form. There are special income tax withholding
requirements for distributions from retirement plans and you must submit
a withholding form with your request to avoid delay. If your retirement
plan account is held for you by your employer, you must arrange for the
distribution request to be sent by the plan administrator or trustee.
There are additional details in the Statement of Additional Information.
-- Certain Requests Require a Signature Guarantee. To protect you
and the Fund from fraud, certain redemption requests must be in writing
and must include a signature guarantee in the following situations (there
may be other situations also requiring a signature guarantee):
-- you wish to redeem more than $50,000 worth of shares and receive
a check
-- the check is not payable to all shareholders listed on the account
statement
-- the check is not sent to the address of record on your statement
-- shares are being transferred to a Fund account with a different
owner or name
-- shares are redeemed by someone other than the owners (such as an
Executor)
-- Where Can I Have My Signature Guaranteed? The Transfer Agent will
accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union or
savings association, or by a foreign bank that has a U.S. correspondent
bank, or by a U.S. registered dealer or broker in securities, municipal
securities or government securities, or by a U.S. national securities
exchange, a registered securities association or a clearing agency. If you
are signing as a fiduciary or on behalf of a corporation, partnership or
other business, you must also include your title in the signature.
Selling Shares by Mail. Write a "letter of instructions" that includes:
-- your name
-- the Fund's name
-- your Fund account number (from your account statement)
-- the dollar amount or number of shares to be redeemed
-- any special payment instructions
-- any share certificates for the shares you are selling, and
-- any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell shares.
Use the following address for requests by mail:
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
Send courier or Express Mail requests to:
Oppenheimer Shareholder Services
10200 E. Girard Avenue, Building D
Denver, Colorado 80231
Selling Shares by Telephone. You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price
on a regular business day, your call must be received by the Transfer
Agent by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days. You may not redeem
shares held in an OppenheimerFunds retirement plan or under a share
certificate by telephone.
-- To redeem shares through a service representative, call 1-800-852-
8457
-- To redeem shares automatically on PhoneLink, call 1-800-533-3310
Whichever method you use, you may have a check sent to the address
on the account, or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds wired to that account.
-- Telephone Redemptions Paid by Check. Up to $50,000 may be redeemed
by telephone, in any 7-day period. The check must be payable to all
owners of record of the shares and must be sent to the address on the
account. This service is not available within 30 days of changing the
address on an account.
-- Telephone Redemptions Through AccountLink or Wire. There are no
dollar limits on telephone redemption proceeds sent to a bank account
designated when you establish AccountLink. Normally the ACH wire to your
bank is initiated on the business day after the redemption. You do not
receive dividends on the proceeds of the shares you redeemed while they
are waiting to be wired.
-- Selling Shares by Wire. Shareholders may also request that
redemption proceeds of $2,500 or more be wired in Federal Funds to a
previously designated account at a commercial bank that is a member of the
Federal Reserve wire system. To place a wire redemption request, call the
Transfer Agent at 1-800-852-8457.
Selling Shares Through Your Dealer. The Distributor has made arrangements
to repurchase Fund shares from dealers and brokers on behalf of their
customers. Brokers or dealers may charge for that service. Please refer
to "Special Arrangements for Repurchase of Shares from Dealers and
Brokers" in the Statement of Additional Information for more details.
Checkwriting. To be able to write checks against your Fund account, you
may request that privilege on your account Application or you can contact
the Transfer Agent for signature cards, which must be signed (with a
signature guarantee) by all owners of the account and returned to the
Transfer Agent so that checks can be sent to you to use. Shareholders with
joint accounts can elect in writing to have checks paid over the signature
of one owner.
-- Checkwriting privileges are not available for accounts holding
Class B shares or Class C shares, or Class A shares that are subject to
a contingent deferred sales charge.
-- Checks can be written to the order of whomever you wish, but may
not be cashed at the Fund's bank or custodian.
-- Checks must be written for at least $100.
-- Checks cannot be paid if they are written for more than your
account value.
-- You may not write a check that would require the Fund to redeem
shares that were purchased by check or Asset Builder Plan payments within
the prior 10 days.
-- Don't use your checks if you changed your Fund account number.
How to Exchange Shares
Shares of this Fund, other than Class A shares acquired by reinvested
dividends and distributions of this Fund, may be exchanged for shares of
certain OppenheimerFunds at net asset value per share at the time of
exchange, without sales charge. Class A shares of the Fund acquired by
reinvested Fund dividends and distributions may be exchanged for shares
of other OppenheimerFunds upon payment of the sales charge, if applicable,
or may be used to purchase shares of other OppenheimerFunds subject to a
contingent deferred sales charge, if applicable. To exchange shares, you
must meet several conditions:
-- Shares of the fund selected for exchange must be available for
sale in your state of residence
-- The prospectuses of this Fund and the fund whose shares you want
to buy must offer the exchange privilege
-- You must hold the shares you buy when you establish your account
for at least 7 days before you can exchange them; after the account is
open 7 days, you can exchange shares every regular business day
-- You must meet the minimum purchase requirements for the fund you
purchase by exchange
-- Before exchanging into a fund, you should obtain and read its
prospectus
Shares of a particular class may be exchanged only for shares of the
same class in the other OppenheimerFunds. For example, you can exchange
Class A shares of this Fund only for Class A shares of another fund. At
present, not all of the OppenheimerFunds offer the same classes of shares.
If a fund has only one class of shares that does not have a class
designation, they are considered "Class A" shares for exchange purposes.
In some cases, sales charges may be imposed on exchange transactions.
Certain OppenheimerFunds offer Class A shares and either Class B or Class
C shares, and a few offer all three classes. A list can be obtained by
calling the Distributor at 1-800-525-7048. Please refer to "How to
Exchange Shares" in the Statement of Additional Information for more
details.
Exchanges may be requested in writing or by telephone:
-- Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account. Send it to the
Transfer Agent at the address listed in "How to Sell Shares."
-- Telephone Exchange Requests. Telephone exchange requests may be
made either by calling a service representative at 1-800-852-8457 or by
using PhoneLink for automated exchanges, by calling 1-800-533-3310.
Telephone exchanges may be made only between accounts that are registered
with the same name(s) and address. Shares held under certificates may not
be exchanged by telephone.
You can find a list of other OppenheimerFunds currently available for
exchanges in the Statement of Additional Information or you can obtain
this information by calling a service representative at 1-800-525-7048.
Exchanges of shares involve a redemption of the shares of the fund you own
and a purchase of shares of the other fund.
There are certain exchange policies you should be aware of:
-- Shares are normally redeemed from one fund and purchased from the
other fund in the exchange transaction on the same regular business day
on which the Transfer Agent receives an exchange request in proper form
by the close of The New York Stock Exchange that day, which is normally
4:00 P.M. but may be earlier on some days. However, either fund may delay
the purchase of shares of the fund you are exchanging into if it
determines it would be disadvantaged by a same-day transfer of the
proceeds to buy shares. For example, the receipt of multiple exchange
requests from a dealer in a "market-timing" strategy might require the
disposition of securities at a time or price disadvantageous to the Fund.
-- Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request
that will disadvantage it, or to refuse multiple exchange requests
submitted by a shareholder or dealer.
-- The Fund may amend, suspend or terminate the exchange privilege
at any time. Although the Fund will attempt to provide you notice
whenever it is reasonably able to do so, it may impose these changes at
any time.
-- If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.
Shareholder Account Rules and Policies
-- Net Asset Value Per Share of each class of the Fund will remain
fixed at $1.00, except under extraordinary circumstances (see
"Determination of Net Asset Value Per Share" in the Statement of
Additional Information).
-- How is My Broker Compensated? It is important that investors
understand that the purpose of the contingent deferred sales charge and
asset-based sales charge for the Fund's Class B and Class C shares is the
same as the purpose of the front-end sales charge on sales of Class A
shares of certain OppenheimerFunds: to compensate the Distributor for
commissions it pays to dealers and financial institutions for selling
shares.
-- The offering of shares may be suspended during any period in which
the determination of net asset value is suspended, and the offering may
be suspended by the Board of Trustees at any time the Board believes it
is in the Fund's best interest to do so.
-- Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any
time. If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone privileges
apply to each owner of the account and the dealer representative of record
for the account unless and until the Transfer Agent receives cancellation
instructions from an owner of the account.
-- The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. If the Transfer Agent does not
use reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise neither it nor the Fund will be liable for
losses or expenses arising out of telephone instructions reasonably
believed to be genuine. If you are unable to reach the Transfer Agent
during periods of unusual market activity, you may not be able to complete
a telephone transaction and should consider placing your order by mail.
-- Redemption or transfer requests will not be honored until the
Transfer Agent receives all required documents in proper form. From time
to time, the Transfer Agent in its discretion may waive certain of the
requirements for redemptions stated in this Prospectus.
-- Dealers that can perform account transactions for their clients
by participating in NETWORKING through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction
erroneously.
-- Payment for redeemed shares is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the shareholder
under the redemption procedures described above) within 7 days after the
Transfer Agent receives redemption instructions in proper form, except
under unusual circumstances determined by the Securities and Exchange
Commission delaying or suspending such payments. Effective June 7, 1995,
for accounts registered in the name of a broker-dealer, payment will be
forwarded within 3 business days. The Transfer Agent may delay forwarding
a check or processing a payment via AccountLink for recently purchased
shares, but only until the purchase payment has cleared. That delay may
be as much as 10 days from the date the shares were purchased. That delay
may be avoided if you purchase shares by certified check or arrange with
your bank to provide telephone or written assurance to the Transfer Agent
that your purchase payment has cleared.
-- Involuntary redemptions of small accounts may be made by the Fund
if the account value has fallen below $200. Under unusual circumstances,
shares of the Fund may be redeemed "in kind," which means that the
redemption proceeds will be paid with securities from the Fund's
portfolio. Please refer to the Statement of Additional Information for
more details.
-- "Backup Withholding" of Federal income tax may be applied at the
rate of 31% from dividends, distributions and redemption proceeds
(including exchanges) if you fail to furnish the Fund a certified Social
Security or taxpayer identification number when you sign your application,
or if you violate Internal Revenue Service regulations on tax reporting
of income.
-- The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee. That fee can be
avoided by redeeming your Fund shares directly through the Transfer Agent.
Under the circumstances described in "How To Buy Shares," you may be
subject to a contingent deferred sales charges when redeeming certain
Class B and Class C shares.
-- To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report and
updated prospectus to shareholders having the same last name and address
on the Fund's records. However, each shareholder may call the Transfer
Agent at 1-800-525-7048 to ask that copies of those materials be sent
personally to that shareholder.
Dividends, Capital Gains and Taxes
Dividends and Distributions. The Fund declares dividends daily from net
investment income of each class and pays those dividends to shareholders
monthly as of a date selected by the Board of Trustees. To effect its
policy of maintaining a net asset value of $1.00 per share of each class,
under certain circumstances, the Fund may withhold dividends or make
distributions from capital or capital gains.
Capital Gains. The Fund may make distributions annually in December out
of any net short-term or long-term capital gains, and the Fund may make
supplemental distributions of dividends and capital gains following the
end of its fiscal year. Long-term capital gains will be separately
identified in the tax information the Fund sends you after the end of the
year. Short-term capital gains are treated as dividends for tax purposes.
There can be no assurance that the Fund will pay any capital gains
distributions in a particular year.
Distribution Options. When you open your account, specify on your
application how you want to receive your distributions. For
OppenheimerFunds retirement accounts, all distributions are reinvested.
For other accounts, you have four options:
-- Reinvest All Distributions in the Fund. You can elect to reinvest
all dividends and long-term capital gains distributions in additional
shares of the Fund.
-- Reinvest Capital Gains Only. You can elect to reinvest capital
gains in the Fund while receiving dividends by check or sent to your bank
account on AccountLink.
-- Receive All Distributions in Cash. You can elect to receive a
check for all dividends and capital gains distributions or have them sent
to your bank on AccountLink.
-- Reinvest Your Distributions in Another OppenheimerFunds Account.
You can reinvest all distributions in another OppenheimerFunds account you
have established.
Taxes. If your account is not a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the
Fund. Long-term capital gains are taxable as long-term capital gains when
distributed to shareholders. Dividends paid from short-term capital gains
and net investment income are taxable as ordinary income. Distributions
are subject to Federal income tax and may be subject to state or local
taxes. Your distributions are taxable when paid, whether you reinvest
them in additional shares or take them in cash. Every year the Fund will
send you and the IRS a statement showing the amount of each taxable
distribution you received in the previous year.
-- Taxes on Transactions. Share redemptions, including redemptions
for exchanges, are subject to capital gains tax. A capital gain or loss
is the difference, if any, between the price you paid for the shares and
the price you received when you sold them.
-- Returns of Capital. In certain cases distributions made by the
Fund may be considered a non-taxable return of capital to shareholders.
If that occurs, it will be identified in notices to shareholders. A non-
taxable return of capital may reduce your tax basis in your Fund shares.
This information is only a summary of certain Federal tax information
about your investment. More information is contained in the Statement of
Additional Information, and in addition you should consult with your tax
adviser about the effect of an investment in the Fund on your particular
tax situation.
<PAGE>
Oppenheimer Cash Reserves
3410 South Galena Street
Denver, Colorado 80231
Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203
Distributor
Oppenheimer Funds Distributor, Inc. O P P E N H E I M E R
Two World Trade Center Cash
New York, New York 10048-0203 Reserves
Transfer and Shareholder Servicing Agent
Oppenheimer Shareholder Services Prospectus and
P.O. Box 5270 New Account Application
Denver, Colorado 80217 Effective April 25, 1995
1-800-525-7048
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
Deloitte & Touche LLP
1560 Broadway
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
Colorado State Bank Building
1600 Broadway
Denver, Colorado 80202-4918
No broker, dealer, salesperson or any other person has been
authorized to give any information or to make any
representations other than those contained in this
Prospectus or the Statement of Additional Information, and
if given or made, such information and representations must
not be relied upon as having been authorized by the Fund,
Oppenheimer Management Corporation, Oppenheimer Funds
Distributor, Inc. or any affiliate thereof. This Prospectus
does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any
state to any person to whom it is unlawful to make such
offer in such state.
[logo]OppenheimerFunds
PR0760.001.0495 Printed on recycled paper
<PAGE>
Oppenheimer Cash Reserves
3410 South Galena Street
Denver, Colorado 80231
Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203
Distributor
Oppenheimer Funds Distributor, Inc. O P P E N H E I M E R
Two World Trade Center Cash
New York, New York 10048-0203 Reserves
Transfer and Shareholder Servicing Agent
Oppenheimer Shareholder Services Prospectus
P.O. Box 5270 Effective April 25, 1995
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
Deloitte & Touche LLP
1560 Broadway
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
Colorado State Bank Building
1600 Broadway
Denver, Colorado 80202-4918
No broker, dealer, salesperson or any other person has been
authorized to give any information or to make any
representations other than those contained in this
Prospectus or the Statement of Additional Information, and
if given or made, such information and representations must
not be relied upon as having been authorized by the Fund,
Oppenheimer Management Corporation, Oppenheimer Funds
Distributor, Inc. or any affiliate thereof. This Prospectus
does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any
state to any person to whom it is unlawful to make such
offer in such state.
[logo]OppenheimerFunds
PR0761.001.0495 Printed on recycled paper
<PAGE>
Oppenheimer Cash Reserves
3410 South Galena Street, Denver, Colorado 80231
1-800-525-7048
Statement of Additional Information dated April 25, 1995
This Statement of Additional Information of Oppenheimer Cash Reserves
is not a Prospectus. This document contains additional information about
the Fund and supplements information in the Prospectus dated April 25,
1995. It should be read together with the Prospectus, which may be
obtained by writing to the Fund's Transfer Agent, Oppenheimer Shareholder
Services, at P.O. Box 5270, Denver, Colorado 80217 or by calling the
Transfer Agent at the toll-free number shown above.
Contents
Page
About the Fund
Investment Objective and Policies. . . . . . . . . . . . . 2
Investment Policies and Strategies. . . . . . . . . . 2
Other Investment Techniques and Strategies . . . . . . . . 5
Other Investment Restrictions. . . . . . . . . . . . . . . 6
How the Fund is Managed. . . . . . . . . . . . . . . . . . 6
Organization and History. . . . . . . . . . . . . . . 6
Trustees and Officers of the Fund . . . . . . . . . . 7
The Manager and Its Affiliates. . . . . . . . . . . . 10
Performance of the Fund. . . . . . . . . . . . . . . . . . 13
Distribution and Service Plans . . . . . . . . . . . . . . 14
About Your Account
How To Buy Shares. . . . . . . . . . . . . . . . . . . . . 16
How To Sell Shares . . . . . . . . . . . . . . . . . . . . 19
How To Exchange Shares . . . . . . . . . . . . . . . . . . 23
Dividends, Capital Gains and Taxes . . . . . . . . . . . . 26
Additional Information About the Fund. . . . . . . . . . . 27
Financial Information About the Fund
Independent Auditors' Report . . . . . . . . . . . . . . . 28
Financial Statements . . . . . . . . . . . . . . . . . . . 29
Appendix A: Description of Securities Ratings. . . . . . . A-1
Appendix B: Industry Classifications . . . . . . . . . . . B-1
<PAGE>
ABOUT THE FUND
Investment Objective and Policies
Investment Policies and Strategies. The investment objective and policies
of the Fund are described in the Prospectus. Set forth below is
supplemental information about those policies and the types of securities
in which the Fund invests, as well as the strategies the Fund may use to
try to achieve its objective. Certain capitalized terms used in this
Statement of Additional Information are defined in the Prospectus.
The Fund will not make investments with the objective of seeking
capital growth. However, the value of the securities held by the Fund may
be affected by changes in general interest rates. Because the current
value of debt securities varies inversely with changes in prevailing
interest rates, if interest rates increase after a security is purchased,
that security would normally decline in value. Conversely, should
interest rates decrease after a security is purchased, its value would
rise. However, those fluctuations in value will not generally result in
realized gains or losses to the Fund since the Fund does not usually
intend to dispose of securities prior to their maturity. A debt security
held to maturity is redeemable by its issuer at full principal value plus
accrued interest. To a limited degree, the Fund may engage in short-term
trading to attempt to take advantage of short-term market variations, or
may dispose of a portfolio security prior to its maturity if, on the basis
of a revised credit evaluation of the issuer or other considerations, the
Fund believes such disposition advisable or it needs to generate cash to
satisfy redemptions. In such cases, the Fund may realize a capital gain
or loss.
-- Ratings of Securities. The prospectus describes "Eligible
Securities" in which the Fund may invest and indicates that if a
security's rating is downgraded, the Manager and/or the Board may have to
reassess the security's credit risk. If a security has ceased to be a
First Tier Security, Oppenheimer Management Corporation (the "Manager")
will promptly reassess whether the security continues to present "minimal
credit risk." If the Manager becomes aware that any Rating Organization
has downgraded its rating of a Second Tier Security or rated an unrated
security below its second highest rating category, the Fund's Board of
Trustees shall promptly reassess whether the security presents minimal
credit risk and whether it is in the best interests of the Fund to dispose
of it; but if the Fund disposes of the security within five days of the
Manager learning of the downgrade, the Manager will provide the Board with
subsequent notice of such downgrade. If a security is in default, or
ceases to be an Eligible Security, or is determined no longer to present
minimal credit risks, the Board must determine whether it would be in the
best interests of the Fund to dispose of the security. The Rating
Organizations currently designated as such by the Securities and Exchange
Commission are Standard & Poor's Corporation, Moody's Investors Service,
Inc., Fitch Investors Services, Inc., Duff and Phelps, Inc., IBCA Limited
and its affiliate, IBCA, Inc., and Thomson BankWatch, Inc. A discussion
of the ratings categories of those Rating Organizations is contained in
Appendix A.
-- U.S. Government Securities. U.S. Government Securities are
obligations issued or guaranteed by the U.S. Government or its agencies
or instrumentalities and include Treasury Bills (which mature within one
year of the date they are issued) and Treasury Notes and Bonds (which are
issued with longer maturities). The Fund does not generally intend to
routinely invest a significant portion of its assets in U.S. Government
Securities. All Treasury securities are backed by the full faith and
credit of the United States. U.S. Government agencies and
instrumentalities that issue or guarantee securities include, but are not
limited to, the Federal Housing Administration, Farmers Home
Administration, Export-Import Bank of the United States, Small Business
Administration, Government National Mortgage Association, General Services
Administration, Bank for Cooperatives, Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation, Federal Intermediate Credit Banks,
Federal Land Banks, Maritime Administration, the Tennessee Valley
Authority and the District of Columbia Armory Board.
Securities issued or guaranteed by U.S. Government agencies and
instrumentalities are not always supported by the full faith and credit
of the United States. Some, such as securities issued by the Federal Home
Loan Banks, are backed by the ability of the agency or instrumentality to
borrow from the Treasury. Others, such as securities issued by the
Federal National Mortgage Association ("Fannie Mae"), are supported only
by the credit of the instrumentality and not by the Treasury. If the
securities are not backed by the full faith and credit of the United
States, the owner of the securities must look principally to the agency
issuing the obligation for repayment and may not be able to assert a claim
against the United States in the event that the agency or instrumentality
does not meet its commitment.
Among the U.S. Government Securities that may be purchased by the
Fund are "mortgage-backed securities" of Fannie Mae, the Government
National Mortgage Association ("Ginnie Mae") and the Federal Home Loan
Mortgage Association ("Freddie Mac"). These mortgage-backed securities
include "pass-through" securities and "participation certificates"; both
are similar, representing pools of mortgages that are assembled, with
interests sold in the pool. Payments of principal and interest by
individual mortgagors are "passed through" to the holders of the interests
in the pool. Another type of mortgage-backed securities is the
"collateralized mortgage obligation," which is similar to a conventional
bond and is secured by groups of individual mortgages. Timely payment of
principal and interest on Ginnie Mae pass-throughs is guaranteed by the
full faith and credit of the United States. Freddie Mac and Fannie Mae
are both instrumentalities of the U.S. Government, but their obligations
are not backed by the full faith and credit of the United States.
-- Asset-Backed Securities. These securities, issued by trusts and
special purpose corporations, are backed by pools of assets, primarily
automobile and credit-card receivables and home equity loans, which pass
through the payments on the underlying obligations to the security holders
(less servicing fees paid to the originator or fees for any credit
enhancement). These securities must meet the standards required under
Rule 2a-7. The value of an asset-backed security is affected by changes
in the market's perception of the asset backing the security, the
creditworthiness of the servicing agent for the loan pool, the originator
of the loans, or the financial institution providing any credit
enhancement, and is also affected if any credit enhancement has been
exhausted. Payments of principal and interest passed through to holders
of asset-backed securities are typically supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guarantee
by another entity or having a priority to certain of the borrower's other
securities. The degree of credit enhancement varies, and generally
applies to only a fraction of the asset-backed security's par value until
exhausted. If the credit enhancement of an asset-backed security held by
the Fund has been exhausted, and if any required payments of principal and
interest are not made with respect to the underlying loans, the Fund may
experience losses or delays in receiving payment. The risks of investing
in asset-backed securities are ultimately dependent upon payment of
consumer loans by the individual borrowers. As a purchaser of an asset-
backed security, the Fund would generally have no recourse to the entity
that originated the loans in the event of default by a borrower. The
underlying loans are subject to prepayments, which shorten the weighted
average life of asset-backed securities and may lower their return, in the
same manner as described above for prepayments of a pool of mortgage loans
underlying mortgage-backed securities. However, asset-backed securities
do not have the benefit of the same security interest in the underlying
collateral as do mortgage backed securities.
-- Floating Rate/Variable Rate Obligations. The Fund may invest in
instruments with floating or variable interest rates. The interest rate
on a floating rate obligation is based on a stated prevailing market rate,
such as a bank's prime rate, the 90-day U.S. Treasury Bill rate, the rate
of return on commercial paper or bank certificates of deposit, or some
other standard, and is adjusted automatically each time such market rate
is adjusted. The interest rate on a variable rate obligation is also
based on a stated prevailing market rate but is adjusted automatically at
a specified interval of no more than one year. Some variable rate or
floating rate obligations in which the Fund may invest have a demand
feature entitling the holder to demand payment at an amount approximately
equal to amortized cost or the principal amount thereof plus accrued
interest at any time, or at specified intervals not exceeding one year.
These notes may or may not be backed by bank letters of credit.
-- Master Demand Notes. Variable rate demand notes may include
master demand notes which are obligations that permit the Fund to invest
fluctuating amounts, which may change daily without penalty, pursuant to
direct arrangements between the Fund, as the note purchaser, and the
issuer of the note. The interest rates on these notes fluctuate from time
to time. The issuer of such obligations normally has a corresponding
right, after a given period, to prepay in its discretion the outstanding
principal amount of the obligations plus accrued interest upon a specified
number of days' notice to the holders of such obligations. Generally, the
changes in the interest rate on such securities reduce the fluctuation in
their market value. As interest rates decrease or increase, the potential
for capital appreciation or depreciation is less than that for fixed-rate
obligations of the same maturity. Because these obligations are direct
lending arrangements between the note purchaser and issuer of the note,
it is not contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these obligations,
although they are redeemable at face value. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem is dependent on the ability of
the note issuer to pay principal and interest on demand. Such obligations
frequently are not rated by credit rating agencies and the Fund may invest
in obligations which are not so rated only if the Manager determines that
at the time of investment the obligations are of comparable quality to the
other obligations in which the Fund may invest. The Manager, on behalf
of the Fund, will consider on an ongoing basis the creditworthiness of the
issuers of the floating and variable rate obligations in the Fund's
portfolio.
-- Insured Bank Obligations. The Federal Deposit Insurance
Corporation ("FDIC") insures the deposits of banks and savings and loan
associations (collectively referred to as "banks") up to $100,000. The
Fund may, within the limits set forth in the Prospectus, purchase bank
obligations which are fully insured as to principal by the FDIC. To
remain fully insured as to principal, these investments must currently be
limited to $100,000 per bank. If the principal amount and accrued
interest together exceed $100,000, then the amount in excess of that
$100,000 will not be insured.
-- Bank Loan Participation Agreements. The Fund may invest in bank
loan participation agreements, subject to the investment limitation set
forth in "Investment Objective and Policies" in the Prospectus as to
investments in illiquid securities. These participation agreements
provide the Fund an undivided interest in a loan made by the bank issuing
the participation interest in the proportion that the Fund's participation
interest bears to the total principal amount of the loan. The issuing
bank may have no obligation to the Fund other than to pay it principal and
interest on the loan if and when received by the bank. Thus, the Fund
must look to the creditworthiness of the borrower, which is obligated to
make payments of principal and interest on the loan. If the borrower
fails to pay scheduled principal or interest payments, the Fund may
experience a reduction in income or principal, or both.
Other Investment Techniques and Strategies
-- Repurchase Agreements. In a repurchase transaction, the Fund
acquires a security from, and simultaneously resells it to, an approved
vendor (a U.S. commercial bank, or the U.S. branch of a foreign bank or
a broker-dealer which has been designated a primary dealer in government
securities, which must meet the credit requirements set forth by the
Fund's Board of Trustees from time to time), for delivery on an agreed-
upon future date. The resale price exceeds the purchase price by an
amount that reflects an agreed-upon interest rate effective for the period
during which the repurchase agreement is in effect. The majority of these
transactions run from day to day, and delivery pursuant to resale
typically will occur within one to five days of the purchase. Repurchase
agreements are considered "loans" under the Investment Company Act,
collateralized by the underlying security. The Fund's repurchase
agreements require that at all times while the repurchase agreement is in
effect, the collateral's value must equal or exceed the repurchase price
to fully collateralize the repayment obligation. Additionally, the
Manager will impose creditworthiness requirements to confirm that the
vendor is financially sound, and the Manager will continuously monitor the
collateral's value.
-- Loans of Portfolio Securities. The Fund may lend its portfolio
securities subject to the restrictions stated in the Prospectus. Under
applicable regulatory requirements (which are subject to change), the loan
collateral must, on each business day, at least equal the market value of
the loaned securities and must consist of cash, bank letters of credit,
U.S. Government securities or other cash equivalents in which the Fund is
permitted to invest. To be acceptable as collateral, letters of credit
must obligate a bank to pay amounts demanded by the Fund if the demand
meets the terms of the letter. Such terms and the issuing bank must be
satisfactory to the Fund. The Fund receives an amount equal to the
dividends or interest on loaned securities and also receives one or more
of (a) negotiated loan fees, (b) interest on securities used as
collateral, or (c) interest on short-term debt securities purchased with
such loan collateral; either type of interest may be shared with the
borrower. The Fund may also pay reasonable finder's, custodian and
administrative fees and will not lend its portfolio securities to any
officer, trustee, employee or affiliate of the Fund or its Manager. The
terms of the Fund's loans must meet certain tests under the Internal
Revenue Code and permit the Fund to reacquire loaned securities on five
business days notice or in time to vote on any important matter.
-- Illiquid and Restricted Securities. Illiquid securities in which
the Fund may invest include issues which only may be redeemed by the
issuer upon more than seven days notice or at maturity, repurchase
agreements maturing in more than seven days, fixed time deposits subject
to withdrawal penalties which mature in more than seven days, and other
securities which cannot be sold freely due to legal or contractual
restrictions on resale. Contractual restrictions on the resale of
illiquid securities might prevent or delay their sale by the Fund at a
time when such sale would be desirable. Restricted securities that are
not illiquid, in which the Fund may invest, include certain master demand
notes redeemable on demand, and short-term corporate debt instruments that
are not related to current transactions of the issuer and therefore are
not exempt from registration as commercial paper.
Other Investment Restrictions
The Fund's most significant investment restrictions are set forth in
the Prospectus. There are additional investment restrictions that the Fund
must follow that are also fundamental policies. Fundamental policies and
the Fund's investment objective cannot be changed without the vote of a
"majority" of the Fund's outstanding voting securities. Under the
Investment Company Act, such a "majority" vote is defined as the vote of
the holders of the lesser of: (1) 67% or more of the shares present or
represented by proxy at a shareholder meeting, if the holders of more than
50% of the outstanding shares are present, or (2) more than 50% of the
outstanding shares.
Under these additional restrictions, the Fund cannot: (1) invest in
commodities or commodity contracts, or invest in interests in oil, gas,
or other mineral exploration or development programs; (2) invest in real
estate; however, the Fund may purchase debt securities issued by companies
which invest in real estate or interests therein; (3) purchase securities
on margin or make short sales of securities; (4) invest in or hold
securities of any issuer if those officers and trustees or directors of
the Fund or its adviser who beneficially own individually more than 1/2
of 1% of the securities of such issuer together own more than 5% of the
securities of such issuer; (5) underwrite securities of other companies
except insofar as the Fund may be deemed an underwriter under the
Securities Act of 1933 in connection with the disposition of portfolio
securities; (6) invest more than 5% of its total assets in securities of
companies that have operated less than three years, including the
operations of predecessors; or (7) purchase securities of other investment
companies, except in connection with a merger, consolidation, acquisition
or reorganization.
In connection with the qualification of its shares in certain states,
the Fund has undertaken that in addition to the above, it will not: (1)
invest in real estate limited partnerships unless readily marketable; or
(2) invest any part of its assets in oil, gas or other mineral exploration
or development leases. In the event that the Fund's shares cease to be
qualified under such laws or if such undertaking(s) otherwise cease to be
operative, the Fund would not be subject to such restrictions.
For purposes of the Fund's policy not to concentrate in securities
of issuers described in the investment restrictions in the Prospectus, the
Fund has adopted, as a matter of non-fundamental policy, the industry
classifications set forth in Appendix B to this Statement of Additional
Information.
How the Fund is Managed
Organization and History. As a Massachusetts business trust, the Fund is
not required to hold, and does not plan to hold, regular annual meetings
of shareholders. The Fund will hold meetings when required to do so by the
Investment Company Act or other applicable law, or when a shareholder
meeting is called by the Trustees or upon proper request of the
shareholders. Shareholders have the right, upon the declaration in
writing or vote of two-thirds of the outstanding shares of the Fund, to
remove a Trustee. The Trustees will call a meeting of shareholders to
vote on the removal of a Trustee upon the written request of the record
holders of 10% of its outstanding shares. In addition, if the Trustees
receive a request from at least 10 shareholders (who have been
shareholders for at least six months) holding shares of the Fund valued
at $25,000 or more or holding at least 1% of the Fund's outstanding
shares, whichever is less, stating that they wish to communicate with
other shareholders to request a meeting to remove a Trustee, the Trustees
will then either make the Fund's shareholder list available to the
applicants or mail their communication to all other shareholders at the
applicants' expense, or the Trustees may take such other action as set
forth under Section 16(c) of the Investment Company Act.
The Fund's Declaration of Trust contains an express disclaimer of
shareholder or Trustee liability for the Fund's obligations, and provides
for indemnification and reimbursement of expenses out of its property for
any shareholder held personally liable for its obligations. The
Declaration of Trust also provides that the Fund shall, upon request,
assume the defense of any claim made against any shareholder for any act
or obligation of the Fund and satisfy any judgment thereon. Thus, while
Massachusetts law permits a shareholder of a business trust (such as the
Fund) to be held personally liable as a "partner" under certain
circumstances, the risk of a Fund shareholder incurring financial loss on
account of shareholder liability is limited to the relatively remote
circumstances in which the Fund would be unable to meet its obligations
described above. Any person doing business with the Trust, and any
shareholder of the Trust, agrees under the Trust's Declaration of Trust
to look solely to the assets of the Trust for satisfaction of any claim
or demand which may arise out of any dealings with the Trust, and the
Trustees shall have no personal liability to any such person, to the
extent permitted by law.
Trustees and Officers of the Fund. The Fund's Trustees and officers and
their principal occupations and business affiliations during the past five
years are set forth below. All of the Trustees are also Trustees,
Directors or Managing General Partners of Oppenheimer Total Return Fund,
Inc., Oppenheimer Equity Income Fund, Oppenheimer High Yield Fund,
Oppenheimer Integrity Funds, Oppenheimer Strategic Funds Trust,
Oppenheimer Strategic Investment Grade Bond Fund, Oppenheimer Strategic
Short-Term Income Fund, Oppenheimer Strategic Income & Growth Fund,
Oppenheimer Variable Account Funds, Oppenheimer Main Street Funds, Inc.,
Oppenheimer Champion High Yield Fund, Oppenheimer Limited-Term Government
Fund, Oppenheimer Tax-Exempt Bond Fund, Centennial America Fund, L.P. The
New York Tax-Exempt Income Fund, Inc., Daily Cash Accumulation Fund, Inc.,
Centennial Money Market Trust, Centennial New York Tax Exempt Trust,
Centennial California Tax Exempt Trust, Centennial Tax Exempt Trust and
Centennial Government Trust (the "Denver-based OppenheimerFunds"). Mr.
Fossel is President and Mr. Swain is Chairman of the Denver-based
OppenheimerFunds. As of April 3, 1995, the Trustees and officers of the
Fund as a group owned of record or beneficially less than 1% of each class
of shares of the Fund. The foregoing statement does not reflect ownership
of shares held of record by an employee benefit plan for employees of the
Manager (for which plan two of the officer listed below, Messrs. Fossel
and Donohue, are trustees), other than the shares beneficially owned under
that plan by the officers of the Fund listed below.
Robert G. Avis, Trustee; Age: 63*
One North Jefferson Ave., St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and A.G.
Edwards, Inc. (its parent holding company); Chairman of A.G.E. Asset
Management and A.G. Edwards Trust Company (its affiliated investment
adviser and trust company, respectively).
William A. Baker, Trustee; Age: 80
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.
Charles Conrad, Jr., Trustee; Age: 64
19411 Merion Circle, Huntington Beach, California 92648
Vice President of McDonnell Douglas Space Systems Co.; formerly
associated with the National Aeronautics and Space Administration.
Jon S. Fossel, Trustee and President; Age: 53*
Two World Trade Center, New York, New York 10048
Chairman, Chief Executive Officer and a director of the Manager;
President and a director of Oppenheimer Acquisition Corp. ("OAC"),
the Manager's parent holding company; President and a director of
HarbourView Asset Management Corp., a subsidiary of the Manager
("HarbourView"); a director of Shareholder Financial Services, Inc.
("SFSI") and Shareholder Services, Inc. ("SSI"), transfer agent
subsidiaries of the Manager; formerly President of the Manager.
Raymond J. Kalinowski, Trustee; Age: 65
44 Portland Drive, St. Louis, MO 63131
Director of Wave Technologies International, Inc.; formerly Vice
Chairman and a director of A.G. Edwards, Inc., parent holding company
of A.G. Edwards & Sons, Inc. (a broker-dealer) of which he was a
Senior Vice President.
C. Howard Kast, Trustee; Age: 73
2552 East Alameda, Denver, Colorado 80209
Formerly the Managing Partner of Deloitte Haskins & Sells (an
accounting firm).
Robert M. Kirchner, Trustee; Age: 73
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).
Ned M. Steel, Trustee; Age: 79
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; formerly Senior Vice
President and a director of Van Gilder Insurance Corp. (insurance
brokers).
James C. Swain, Trustee and Chairman; Age: 61*
3410 South Galena Street, Denver, Colorado 80321
Vice Chairman of the Manager; President and a director of Centennial
Asset Management Corporation ("Centennial"), an investment adviser
subsidiary of the Manager; formerly Chairman of the Board of SSI.
Dorothy Warmack, Vice President and Portfolio Manager; Age: 58
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and Centennial; an officer of other
Funds.
Andrew J. Donohue, Vice President; Age: 44
Executive Vice President and General Counsel of the Manager and the
Distributor; an officer of other OppenheimerFunds; formerly Senior
Vice President and Associate General Counsel of the Manager and the
Distributor, prior to which he was a partner in Kraft & McManimon (a
law firm), an officer of First Investors Corporation (a broker-
dealer) and First Investors Management Company, Inc. (broker-dealer
and investment adviser), and a director and an officer of First
Investors Family of Funds and First Investors Life Insurance Company.
George C. Bowen, Vice President, Secretary and Treasurer; Age: 56
3410 South Galena Street, Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice President
and Treasurer of the Distributor and HarbourView; Senior Vice
President, Treasurer, Assistant Secretary and a director of
Centennial; Vice President, Treasurer and Secretary of SSI and SFSI;
an officer of other OppenheimerFunds.
Robert G. Zack, Assistant Secretary; Age: 46
Two World Trade Center, New York, New York 10048
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other
OppenheimerFunds.
Robert J. Bishop, Assistant Treasurer; Age: 36
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for
the Manager, prior to which he was an Accountant for Yale &
Seffinger, an accounting firm, and previously an Accountant and
Commissions Supervisor for Stuart James Company, Inc., a broker-
dealer.
Scott Farrar, Assistant Treasurer; Age: 29
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for
the Manager, prior to which he was an International Mutual Fund
Supervisor for Brown Brothers Harriman & Co., a bank, and previously
a Senior Fund Accountant for State Street Bank & Trust Company.
[FN]
- ------------------------
*A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act of 1940 (the "Investment Company Act").
-- Remuneration of Trustees. The officers of the Fund are affiliated
with the Manager; they and the Trustees of the Fund who are affiliated
with the Manager (Messrs. Fossel and Swain, who are both officers and
Trustees) receive no salary or fee from the Fund. The Trustees of the
Fund (excluding Messrs. Fossel and Swain) received the total amounts shown
below (i) from the Fund, during its fiscal year ended December 31, 1994,
and (ii) from all 22 of the Denver-based OppenheimerFunds (including the
Fund) listed in the first paragraph of this section, for services in the
positions shown:
<TABLE>
<CAPTION>
Total
Compensation
Aggregate From All
CompensationDenver-based
Name Position from Fund OppenheimerFunds1
<S> <C> <C> <C>
Robert G. Avis Trustee $61 $53,000.00
William A. Baker Audit and Review $86 $73,257.01
Committee Chairman and
Trustee
Charles Conrad, Jr.Audit and Review $79 $68,293.67
Committee Member and
Trustee
Raymond J. KalinowskiTrustee $61 $53,000.00
C. Howard Kast Trustee $61 $53,000.00
Robert M. Kirchner Audit and Review $79 $68,293.67
Committee Member and
Trustee
Ned M. Steel Trustee $61 $53,000.00
________________
1For the 1994 calendar year.
</TABLE>
-- Major Shareholders. As of April 3, 1995, the only persons who
owned of record or were known by the Fund to be the record or beneficial
owner of 5% or more of the Fund's outstanding shares of any Class were:
(i) Judson M. Stein & Cynthia A. Stein Lessich Exec., Estate of Jerome
Stein, 354 Eisenhower Parkway, Livingston, New Jersey 07039-1023, who was
the record owner of 493,429.140 Class C shares (approximately 7.80% of the
Class C shares then outstanding); (ii) NFSC FEBO #0C8-235695, Rose Marie
Tamaca, Gary H. Miyashiro, 41 Sullivan Drive, West Redding, Connecticut
06896, who was the record owner of 485,771.410 Class C shares
(approximately 7.68% of the Class C shares then outstanding); and (iii)
Janet H. Ferguson, 408 Kahkwa Blvd., Erie, Pennsylvania 16505-2313, who
was the record owner of 372,512.072 Class C shares (approximately 5.89%
of the Class C shares then outstanding).
The Manager and Its Affiliates. The Manager is wholly-owned by
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company. MML is a broker-dealer
subsidiary of MassMutual. OAC is also owned in part by certain of the
Manager's directors and officers, some of whom also serve as officers of
the Fund, and two of whom (Messrs. Fossel and Swain) serve as Trustees of
the Fund.
The Manager has a Code of Ethics. It is designed to detect and
prevent improper personal trading by certain employees, including
portfolio managers, that would compete with or take advantage of the
Fund's portfolio transactions. Compliance with the Code of Ethics is
carefully monitored and strictly enforced by the Manager.
-- The Investment Advisory Agreement. The investment advisory
agreement between the Manager and the Fund requires the Manager, at its
expense, to provide the Fund with adequate office space, facilities and
equipment, and to provide and supervise the activities of all
administrative and clerical personnel required to provide effective
administration for the Fund, including the compilation and maintenance of
records with respect to its operations, the preparation and filing of
specified reports, and composition of proxy materials and registration
statements for continuous public sale of shares of the Fund.
Expenses not expressly assumed by the Manager under the advisory
agreement or by the Distributor under the General Distributor's Agreement
are paid by the Fund. The advisory agreement lists examples of expenses
paid by the Fund, the major categories of which relate to interest, taxes,
fees to certain Trustees, legal and audit expenses, custodian and transfer
agent expenses, share issuance costs, certain printing and registration
costs and non-recurring expenses, including litigation costs.
The investment advisory agreement contains no provision limiting the
Fund's expenses. However, independently of the advisory agreement, the
Manager has undertaken that the total expenses of the Fund in any fiscal
year (including the management fee but excluding taxes, interest, any
brokerage commissions, distribution assistance payments and extraordinary
expenses such as litigation costs) shall not exceed the most stringent
expense limitation imposed under state law applicable to the Fund.
Pursuant to the undertaking, the Manager's fee will be reduced at the end
of a month so that there will not be any accrued but unpaid liability
under this undertaking. Currently, the most stringent state expense
limitation is imposed by California, and limits the Fund's expenses (with
specified exclusions) to 2.5% of the first $30 million of average annual
net assets, 2% of the next $70 million of average annual net assets, and
1.5% of average annual net assets in excess of $100 million. The Manager
reserves the right to terminate or amend the undertaking at any time. Any
assumption of the Fund's expenses under this limitation would lower the
Fund's overall expense ratio and increase its yield during any period in
which expenses are limited.
In addition, until January 1, 1993, the Manager had temporarily
undertaken to voluntarily assume certain expenses of the Fund. That
undertaking replaced a prior voluntary expense assumption undertaking that
was terminated by the Manager on July 23, 1992. During the fiscal years
ended December 31, 1992, 1993 and 1994, the fees payable by the Fund to
the Manager were $524,873, $385,425 and $555,481, respectively. Those
amounts do not reflect the effect of the expense assumption of $174,625
in 1992 by the Manager.
The advisory agreement provides that the Manager is not liable for
any loss sustained by reason of good faith errors or omissions in
connection with matters to which the advisory agreement relates, except
a loss resulting by reason of its willful misfeasance, bad faith, gross
negligence in the performance of its duties or reckless disregard for its
obligations and duties thereunder. The advisory agreement permits the
Manager to act as investment adviser for any other person, firm or
corporation, and to use the name "Oppenheimer" in connection with other
investment companies for which it may act as investment adviser or general
distributor. If the Manager shall no longer act as investment adviser to
the Fund, the right of the Fund to use the name "Oppenheimer" as part of
its name may be withdrawn.
-- The Distributor. Under its General Distributor's Agreement with
the Fund, the Distributor is the Fund's principal underwriter in the
continuous public offering of the Fund's Class A, Class B and Class C
shares but is not obligated to sell a specific number of shares. Expenses
normally attributable to sales, including advertising and the cost of
printing and mailing prospectuses, other than those furnished to existing
shareholders, and other than paid under the Distribution and Service Plan,
are borne by the Distributor. During the fiscal period ended December 31,
1994, contingent deferred sales charges received and retained by the
Distributor on Class B and Class C shares totalled $273,262 and $9,861,
respectively. For additional information about distribution of the Fund's
shares and the expenses connected with such activities, please refer to
"Distribution and Service Plans," below.
-- The Transfer Agent. Oppenheimer Shareholder Services, the Fund's
Transfer Agent, is responsible for maintaining the Fund's shareholder
registry and shareholder accounting records, and for shareholder servicing
and administrative functions.
-- Portfolio Transactions. Portfolio decisions are based upon
recommendations and judgment of the Manager subject to the overall
authority of the Board of Directors. As most purchases made by the Fund
are principal transactions at net prices, the Fund incurs little or no
brokerage costs. The Fund deals directly with the selling or purchasing
principal or market maker without incurring charges for the services of
a broker on its behalf unless it is determined that a better price or
execution may be obtained by using the services of a broker. Purchases
of portfolio securities from underwriters include a commission or
concession paid by the issuer to the underwriter, and purchases from
dealers include a spread between the bid and asked prices.
The Fund seeks to obtain prompt execution of orders at the most
favorable net price. If brokers are used for portfolio transactions,
transactions may be directed to brokers for their execution and research
services. The research services provided by a particular broker may be
useful only to one or more of the advisory accounts of the Manager and its
affiliates, and investment research received for the commissions of those
other accounts may be useful both to the Fund and one or more of such
other accounts. Such research, which may be supplied by a third party at
the instance of a broker, includes information and analyses on particular
companies and industries as well as market or economic trends and
portfolio strategy, receipt of market quotations for portfolio
evaluations, information systems, computer hardware and similar products
and services. If a research service also assists the Manager in a non-
research capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to the
Manager in the investment decision-making process may be paid in
commission dollars. The Board of Trustees has permitted the Manager to
use concessions on fixed price offerings to obtain research in the same
manner as is permitted for agency transactions.
The research services provided by brokers broaden the scope and
supplement the research activities of the Manager, by making available
additional views for consideration and comparisons, and enabling the
Manager to obtain market information for the valuation of securities held
in the Fund's portfolio or being considered for purchase.
Sales of shares of the Fund and/or the other investment companies
managed by the Manager or distributed by the Distributor may, subject to
applicable rules covering the Distributor's activities in this area, also
be considered as a factor in the direction of transactions to dealers, but
only in conformity with the price, execution and other considerations and
practices discussed above. Those other investment companies may also give
similar consideration relating to the sale of the Fund's shares. No
portfolio transactions will be handled by any securities dealer affiliated
with the Manager. The Fund's policy of investing in short-term debt
securities with maturity of less than one year results in high portfolio
turnover. However, since brokerage commissions, if any, are small, high
turnover does not have an appreciable adverse effect upon the income of
the Fund.
Performance of the Fund
-- Yield Information. The current yield of each class is determined
in accordance with regulations adopted under the Investment Company Act.
Yield is calculated for a seven day period of time as follows. First, a
base period return is calculated for the seven-day period by determining
the net change in the value of a hypothetical pre-existing account having
one share at the beginning of the seven day period. The change includes
dividends declared on the original share and dividends declared on any
shares purchased with dividends on that share, but such dividends are
adjusted to exclude any realized or unrealized capital gains or losses
affecting the dividends declared. Next, the base period return is
multiplied by 365/7 to obtain the current yield to the nearest hundredth
of one percent. The compounded effective yield for a seven-day period is
calculated by (a) adding 1 to the base period return (obtained as
described above), (b) raising the sum to a power equal to 365 divided by
7, and (c) subtracting 1 from the result. The "current yield" on Class
A, Class B and Class C shares for the seven days ended December 31, 1994
was 4.80%, 4.17% and 4.13%, respectively. The "compounded effective
yield" for that period on Class A, Class B and Class C shares was 4.91%,
4.25% and 4.22%, respectively.
The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent. Since the calculation of yield under
either procedure described above does not take into consideration any
realized or unrealized gains or losses on the Fund's portfolio securities
which may affect dividends, the return on dividends declared during a
period may not be the same on an annualized basis as the yield for that
period.
-- Other Performance Comparisons. Yield information may be useful
to investors in reviewing the Fund's performance. The Fund may make
comparisons between its yields and that of other investments by citing
various indices such as The Bank Rate Monitor National Index (provided by
Bank Rate MonitorTM), which measures the average rate paid on bank money
market accounts, NOW accounts and certificates of deposit by the 100
largest banks and thrift institutions in various metropolitan areas.
However, a number of factors should be considered before using yield
information as a basis for comparison with alternative investments. An
investment in the Fund is not insured. Its yields are not guaranteed and
normally will fluctuate on a daily basis. The yields for any given past
period are not an indication or representation by the Fund of future
yields or rates of return on its shares. The Fund's yields are affected
by portfolio quality, portfolio maturity, the types of instruments held,
and the operating expenses of each class. When comparing the Fund's
yields and investment risk with that of other investments, investors
should understand that certain other investment alternatives, such as
certificates of deposit, U.S. government securities, money market
instruments or bank accounts may provide fixed yields or yields that may
vary above a stated minimum, and may be insured or guaranteed. Certain
types of bank accounts may not pay interest when the balance falls below
a specified level and may limit the number of withdrawals by check per
month.
Distribution and Service Plans
The Fund has adopted a Service Plan for Class A shares and
Distribution and Service Plans for Class B and Class C shares under Rule
12b-1 of the Investment Company Act pursuant to which the Fund compensates
the Distributor quarterly for its services in connection with the
distribution and/or servicing of the shares of that class, as described
in the Prospectus. Each Plan has been approved by a vote of (i) the Board
of Trustees of the Fund, including a majority of the Independent Trustees,
cast in person at a meeting called for the purpose of voting on that Plan,
and (ii) the holders of a "majority" (as defined in the Investment Company
Act) of the shares of each class, with that vote cast by the Manager as
the then-sole initial holder of Class B and Class C shares of the Fund,
respectively.
In addition, under the Plans the Manager and the Distributor, in
their sole discretion from time to time may use their own resources
(which, in the case of the Manager, may include profits from the advisory
fee it receives from the Fund) to make payments to brokers, dealers or
other financial institutions (each is referred to as a "Recipient" under
the Plans) for distribution and administrative services they perform. The
Distributor and the Manager may, in their sole discretion, increase or
decrease the amount of payments they make to Recipients from their own
resources.
Unless terminated as described below, each Plan continues in effect
from year to year but only as long as its continuance is specifically
approved at least annually by the Fund's Board of Trustees and its
Independent Trustees by a vote cast in person at a meeting called for the
purpose of voting on such continuance. Either Plan may be terminated at
any time by the vote of a majority of the Independent Trustees or by the
vote of the holders of a "majority" (as defined in the Investment Company
Act) of the outstanding shares of that class. Neither Plan may be amended
to increase materially the amount of payments to be made unless such
amendment is approved by shareholders of the class affected by the
amendment. In addition, because Class B shares of the Fund automatically
convert into Class A shares after six years, the Fund is required by an
exemptive order issued by the Securities and Exchange Commission to obtain
the approval of Class B as well as Class A shareholders for a proposed
amendment to the Class A Plan that would materially increase the amount
to be paid by Class A shareholders under the Class A Plan. Such approval
must be by a "majority" of the Class A and Class B shares (as defined in
the Investment Company Act), voting separately by class. All material
amendments must be approved by the Independent Trustees.
While the Plans are in effect, the Treasurer of the Fund shall
provide separate written reports to the Fund's Board of Trustees at least
quarterly on the amount of all payments made pursuant to each Plan, the
purpose for which the payment was made and the identity of each Recipient
that received any such payment. Each report shall also include the
Distributor's distribution costs for that quarter. Those reports,
including the allocations on which they are based, will be subject to the
review and approval of the Independent Trustees in the exercise of their
fiduciary duty. Each Plan further provides that while it is in effect,
the selection and nomination of those Trustees of the Fund who are not
"interested persons" of the Fund is committed to the discretion of the
Independent Trustees. This does not prevent the involvement of others in
such selection and nomination if the final decision on any such selection
or nomination is approved by a majority of such Independent Trustees.
Under the Plans, no payment will be made to any Recipient in any
quarter if the aggregate net asset value of all Fund shares held by the
Recipient for itself and its customers did not exceed a minimum amount,
if any, that may be determined from time to time by a majority of the
Fund's Independent Trustees. The Board of Trustees has set the fees at
the maximum rate and set no minimum amount.
Any unreimbursed expenses incurred by the Distributor with respect
to Class A shares for any fiscal year may not be recovered in subsequent
fiscal years. Payments received by the Distributor under the Plan for
Class A shares will not be used to pay any interest expense, carrying
charges, or other financial costs, or allocation of overhead by the
Distributor.
Payments made under the Class A Plan for the fiscal year ended
December 31, 1994 totalled $170,107, of which $71,990 was paid to MML
Investor Services, Inc., an affiliate of the Distributor. Payments made
under the Class B Plan and Class C Plan during the fiscal period ended
December 31, 1994 totalled $158,745 and $15,695, respectively.
Currently, the service fee paid on Class B and Class C shares is set
at zero. If service fee payments are paid in the future, the Class B and
Class C Plans allow the service fee payment to be paid by the Distributor
to Recipients in advance for the first year Class B and Class C shares are
outstanding, and thereafter on a quarterly basis, as described in the
Prospectus. Any advance service fee payment is based on the net asset
value of shares sold. An exchange of shares does not entitle the
Recipient to an advance service fee payment. In the event Class B and
Class C shares are redeemed during the first year such shares are
outstanding, the Recipient would be obligated to repay a pro rata portion
of such advance payment to the Distributor.
A minimum holding period may be established from time to time under
each Plan by the Board. Initially, the Board has set no minimum holding
period under any Plan. All payments under the Plans are subject to the
limitations imposed by the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. on payments of asset-based sales
charges and service fees.
The Plans allow for the carry-forward of distribution expenses, to
be recovered from asset-based sales charges in subsequent fiscal periods.
At this time, it is not expected that there will be significant carry-
forward expenses. The Class B and Class C Plans enable the Distributor
to offer an exchange privilege between Class B and Class C shares of the
Fund and Class B and Class C shares of other OppenheimerFunds,
respectively, without assessing a contingent deferred sales charge at the
time of exchange. The asset-based sales charge paid to the Distributor
by the Fund and the payment of the contingent deferred sales charges are
intended to compensate the Distributor for its activities related to the
offering of Class B and Class C shares of OppenheimerFunds. Such payments
may also be used to pay for the following expenses in connection with the
distribution of Class B and Class C shares of OppenheimerFunds: (i)
financing the advance of any service fee payment to Recipients, (ii)
compensation and expenses of personnel employed by the Distributor to
support distribution of shares, and (iii) costs of sales literature,
advertising and prospectuses (other than those furnished to current
shareholders) and state "blue sky" registration fees.
The Distributor may enter into Supplemental Distribution Assistance
Agreements (the "Agreements") under the Class A Plan with selected dealers
distributing shares of the Fund, Centennial New York Tax Exempt Trust,
Centennial California Tax Exempt Trust, Centennial Government Trust,
Centennial Tax Exempt Trust and Centennial America Fund, L.P. Quarterly
payments by the Distributor (which are not a Fund expense) will range from
0.10% to 0.30%, annually, of the average net asset value of Class A shares
of the above-mentioned funds owned during the quarter beneficially or of
record by the dealer or his customers. However, no payment shall be made
to any dealer for any quarter during which the average value of Class A
shares of the above-mentioned funds' shares owned during that quarter by
the dealer or its customers is less than $5 million.
ABOUT YOUR ACCOUNT
How To Buy Shares
Alternative Sales Arrangements - Class A, Class B and Class C Shares. As
stated in the Prospectus, Class B and Class C shares of the Fund may only
be acquired by exchange of Class B and Class C shares, respectively, of
other OppenheimerFunds. Investors should understand that the purpose and
function of the deferred sales charge and asset-based sales charge with
respect to Class B and Class C shares are the same as those of the initial
sales charge with respect to Class A shares of OppenheimerFunds other than
the Money Market Funds. Any salesperson or other person entitled to
receive compensation for selling Fund shares may receive different
compensation with respect to one class of shares than the other. The
Distributor will not accept any exchange order for $500,000 or more of
Class B shares or $1 million or more of Class C shares on behalf of a
single investor (not including dealer "street name" or omnibus accounts)
because generally it will be more advantageous for that investor to
purchase Class A shares of the other OppenheimerFund instead.
The three classes of shares each represent an interest in the same
portfolio investments of the Fund. However, each class has different
shareholder privileges and features. The net income attributable to Class
B and Class C shares and the dividends payable on Class B and Class C
shares will be reduced by incremental expenses borne solely by that class,
including the asset-based sales charge to which Class B and Class C shares
are subject.
The conversion of Class B shares to Class A shares is subject to the
continuing availability of a private letter ruling from the Internal
Revenue Service, or an opinion of counsel or tax adviser, to the effect
that the conversion of Class B shares does not constitute a taxable event
for the holder under Federal income tax law. If such a revenue ruling or
opinion is no longer available, the automatic conversion feature may be
suspended, in which event no further conversions of Class B shares would
occur while such suspension remained in effect. Although Class B shares
could then be exchanged for Class A shares on the basis of relative net
asset value of the two classes, without the imposition of a sales charge
or fee, such exchange could constitute a taxable event for the holder, and
absent such exchange, Class B shares might continue to be subject to the
asset-based sales charge for longer than six years.
The methodology for calculating the net asset value, dividends and
distributions of the Fund's Class A, Class B and Class C shares recognizes
two types of expenses. General expenses that do not pertain specifically
to any class are allocated pro rata to the shares of each class, based on
the percentage of the net assets of such class to the Fund's total net
assets, and then equally to each outstanding share within a given class.
These general expenses include (i) management fees, (ii) legal,
bookkeeping and audit fees, (iii) printing and mailing costs of
shareholder reports, Prospectuses, Statements of Additional Information
and other materials for current shareholders, (iv) fees to unaffiliated
Trustees, (v) custodian expenses, (vi) share issuance costs, (vii)
organization and start-up costs, (viii) interest, taxes and any brokerage
commissions, and (ix) non-recurring expenses, such as litigation costs.
Other expenses that are directly attributable to a class are allocated
equally to each outstanding share within that class. Such expenses
include (i) Distribution and/or Service Plan fees, (ii) incremental
transfer and shareholder servicing agent fees and expenses, (iii)
registration fees and (iv) shareholder meeting expenses, to the extent
that such expenses pertain to a specific class rather than to the Fund as
a whole.
Determination of Net Asset Value Per Share. The net asset values per
share of Class A, Class B and Class C shares of the Fund is determined as
of the close of The New York Stock Exchange (the "Exchange") on each day
that the Exchange is open by dividing the value of the Fund's net assets
attributable to that class by the total number of shares outstanding. The
Exchange normally closes at 4:00 P.M., New York time, but may close
earlier on some days (for example, in case of weather emergencies or on
days falling before a holiday). The Exchanges's most recent annual
holiday schedule (which is subject to change) states that it will close
New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. The Exchange may also
close on other days.
The Fund will seek to maintain a net asset value of $1.00 per share
of each class for purchases and redemptions. There can be no assurance
that it will do so. Under Rule 2a-7, the Fund may use the amortized cost
method of valuing its shares. Under the amortized cost method, a security
is valued initially at its cost and its valuation assumes a constant
amortization of any premium or accretion of any discount, regardless of
the impact of fluctuating interest rates on the market value of the
security. The method does not take into account unrealized capital gains
or losses.
The Fund's Board of Trustees has established procedures intended to
stabilize the net asset value of each class at $1.00 per share. If the
net asset value per share of a class were to deviate from $1.00 by more
than 0.5%, Rule 2a-7 requires the Board promptly to consider what action,
if any, should be taken. If the Trustees find that the extent of any such
deviation may result in material dilution or other unfair effects on
shareholders, the Board will take whatever steps it considers appropriate
to eliminate or reduce such dilution or unfair effects, including, without
limitation, selling portfolio securities prior to maturity, shortening the
average portfolio maturity, withholding or reducing dividends, reducing
the outstanding number of Fund shares without monetary consideration, or
calculating net asset value per share by using available market
quotations.
As long as it uses Rule 2a-7, the Fund must abide by certain
conditions described in the prospectus. Some of those conditions which
relate to portfolio management are that the Fund (i) maintain a dollar-
weighted average portfolio maturity not in excess of 90 days; (ii) limit
its investments, including repurchase agreements, to those instruments
which are denominated in U.S. dollars, and which are rated in one of the
two highest short-term rating categories by at least two "nationally-
recognized statistical rating organizations" ("Rating Organizations") as
defined in Rule 2a-7, or by one Rating Organization if only one Rating
Organization has rated the security; an instrument that is not rated must
be of comparable quality as determined by the Board; and (iii) not
purchase any instrument with a remaining maturity of more than 397 days.
Certain of the Fund's investment policies are more restrictive than the
provisions of Rule 2a-7. See, for example, "Other Investment
Restrictions" in the Prospectus and "Other Investment Restrictions" in
this Statement of Additional Information. Under Rule 2a-7, the maturity
of an instrument is generally considered to be its stated maturity (or in
the case of an instrument called for redemption, the date on which the
redemption payment must be made), with special exceptions for certain
variable rate demand and floating rate instruments. Repurchase agreements
and securities loan agreements are, in general, treated as having a
maturity equal to the period scheduled until repurchase or return, or if
subject to demand, equal to the notice period.
While the amortized cost method provides certainty in valuation,
there may be periods during which value of an instrument, as determined
by amortized cost, is higher or lower than the price the Fund would
receive if it sold the instrument. During periods of declining interest
rates, the daily yield on shares of the Fund may tend to be lower (and net
investment income and daily dividends higher) than a like computation made
by a fund with identical investments utilizing a method of valuation
based upon market prices or estimates of market prices for its portfolio.
Thus, if the use of amortized cost by the Fund resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in
the Fund would be able to obtain a somewhat higher yield than would result
from investment in a fund utilizing solely market values, and existing
investors in the Fund would receive less investment income than if the
Fund were priced at market value. Conversely, during periods of rising
interest rates, the daily yield on Fund shares will tend to be higher and
its aggregate value lower than that of a portfolio priced at market value.
A prospective investor would receive a higher yield than from an
investment in a portfolio priced at market value, while existing investors
in the Fund would receive more investment income than if the Fund were
priced at market value.
AccountLink. When shares are purchased through AccountLink, each purchase
must be at least $25.00. Shares will be purchased on the regular business
day the Distributor is instructed to initiate the Automated Clearing House
transfer to buy shares. Dividends will begin to accrue on shares
purchased by the proceeds of ACH transfers on the business day the Fund
receives Federal Funds for the purchase through the ACH system before the
close of The New York Stock Exchange. The Stock Exchange normally closes
at 4:00 P.M., but may be earlier on certain days. If the Federal Funds
are received on a business day after the close of the Exchange, the shares
will be purchased and dividends will begin to accrue on the next regular
business day. The proceeds of ACH transfers are normally received by the
Fund 3 days after the transfers are initiated. The Distributor and the
Fund are not responsible for any delays in purchasing shares resulting
from delays in ACH transmissions.
Asset Builder Plans. To establish an Asset Builder Plan from a bank
account, a check (minimum $25) for the initial purchase must accompany the
application. Shares purchased by Asset Builder Plan payments from bank
accounts are subject to the redemption restrictions for recent purchases
described under "Checkwriting" in "How To Sell Shares," in the Prospectus.
Asset Builder Plans also enable shareholders of the Fund to use those
accounts for monthly automatic purchases of shares of up to four other
OppenheimerFunds.
There are sales charges applicable to the purchase of certain
OppenheimerFunds. An application should be obtained from the Distributor,
completed and returned, and a prospectus of the selected fund(s) should
be obtained from the Distributor or your financial advisor before
initiating Asset Builder payments. The amount of the Asset Builder
investment may be changed or the automatic investments may be terminated
at any time by writing to the Transfer Agent. A reasonable period
(approximately 15 days) is required after the Transfer Agent's receipt of
such instructions to implement them. The Fund reserves the right to
amend, suspend, or discontinue offering such plans at any time without
prior notice.
How to Sell Shares
Information on how to sell shares of the Fund is stated in the
Prospectus. The information below supplements the terms and conditions for
redemptions set forth in the Prospectus.
-- Checkwriting. When a check is presented to the Bank for
clearance, the Bank will ask the Fund to redeem a sufficient number of
full and fractional shares in the shareholder's account to cover the
amount of the check. This enables the shareholder to continue receiving
dividends on those shares until the check is presented to the Fund.
Checks may not be presented for payment at the offices of the Bank or the
Fund's Custodian. This limitation does not affect the use of checks for
the payment of bills or to obtain cash at other banks. The Fund reserves
the right to amend, suspend or discontinue offering checkwriting
privileges at any time without prior notice.
-- Selling Shares by Wire. The wire of redemptions proceeds may be
delayed if the Fund's custodian bank is not open for business on a day
when the Fund would normally authorize the wire to be made, which is
usually the Fund's next regular business day following the redemption.
In those circumstances, the wire will not be transmitted until the next
bank business day on which the Fund is open for business. No dividends
will be paid on the proceeds of redeemed shares awaiting transfer by wire.
-- Payments "In Kind". The Prospectus states that payment for shares
tendered for redemption is ordinarily made in cash. However, if the Board
of Trustees of the Fund determines that it would be detrimental to the
best interests of the remaining shareholders of the Fund to make payment
of a redemption order wholly or partly in cash, the Fund may pay the
redemption proceeds in whole or in part by a distribution "in kind" of
securities from the portfolio of the Fund, in lieu of cash, in conformity
with applicable rules of the Securities and Exchange Commission. The Fund
has elected to be governed by Rule 18f-1 under the Investment Company Act,
pursuant to which the Fund is obligated to redeem shares solely in cash
up to the lesser of $250,000 or 1% of the net assets of the Fund during
any 90-day period for any one shareholder. If shares are redeemed in kind,
the redeeming shareholder might incur brokerage or other costs in selling
the securities for cash. The method of valuing securities used to make
redemptions in kind will be the same as the method the Fund uses to value
it portfolio securities described above under "Determination of Net Asset
Value Per Share" and such valuation will be made as of the time the
redemption price is determined.
-- Involuntary Redemptions. The Fund's Board of Trustees has the
right to cause the involuntary redemption of the shares held in any
account if the aggregate net asset value of such shares is less than $200
or such lesser amount as the Board may fix. The Board of Trustees will
not cause the involuntary redemption of shares in an account if the
aggregate net asset value of such shares has fallen below the stated
minimum solely as a result of market fluctuations. Should the Board elect
to exercise this right, it may also fix, in accordance with the Investment
Company Act, the requirements for any notice to be given to the
shareholders in question (not less than 30 days), or may set requirements
for permission to increase the investment, and other terms and conditions
so that the shares would not be involuntarily redeemed.
Reinvestment Privilege. Within six months of a redemption, a shareholder
may reinvest all or part of the redemption proceeds of (i) Class A shares,
or (ii) Class B or Class C shares that were subject to the Class B or
Class C contingent deferred sales charge when redeemed, in Class A shares
of the Fund or any of the other OppenheimerFunds into which shares of the
Fund are exchangeable as described below, at the net asset value next
computed after receipt by the Transfer Agent of the reinvestment order.
The shareholder must ask the Distributor for such privilege at the time
of reinvestment. Any capital gain that was realized when the shares were
redeemed is taxable, and reinvestment will not alter any capital gains tax
payable on that gain. If there has been a capital loss on the redemption,
some or all of the loss may not be tax deductible, depending on the timing
and amount of the reinvestment. Under the Internal Revenue Code, if the
redemption proceeds of Fund shares on which a sales charge was paid are
reinvested in shares of the Fund or another of the OppenheimerFunds within
90 days of payment of the sales charge, the shareholder's basis in the
shares of the Fund that were redeemed may not include the amount of the
sales charge paid. That would reduce the loss or increase the gain
recognized from the redemption. However, in that case the sales charge
would be added to the basis of the shares acquired by the reinvestment of
the redemption proceeds. The Fund may amend, suspend or cease offering
this reinvestment privilege at any time as to shares redeemed after the
date of such amendment, suspension or cessation.
Transfers of Shares. Shares are not subject to the payment of a
contingent deferred sales charge of any class at the time of transfer to
the name of another person or entity (whether the transfer occurs by
absolute assignment, gift or bequest, not involving, directly or
indirectly, a public sale). The transferred shares will remain subject
to the contingent deferred sales charge, calculated as if the transferee
shareholder had acquired the transferred shares in the same manner and at
the same time as the transferring shareholder. If less than all shares
held in an account are transferred, and some but not all shares in the
account would be subject to a contingent deferred sales charge if redeemed
at the time of transfer, the priorities described in the Prospectus under
"How to Buy Shares" for the imposition of the Class B or Class C
contingent deferred sales charge will be followed in determining the order
in which shares are transferred.
Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans, or pension or
profit-sharing plans should be addressed to "Trustee, OppenheimerFunds
Retirement Plans," c/o the Transfer Agent at its address listed in "How
To Sell Shares" in the Prospectus or on the back cover of this Statement
of Additional Information. The request must: (i) state the reason for the
distribution; (ii) state the owner's awareness of tax penalties if the
distribution is premature; and (iii) conform to the requirements of the
plan and the Fund's other redemption requirements. Participants (other
than self-employed persons) in OppenheimerFunds-sponsored pension or
profit-sharing plans may not directly request redemption of their
accounts. The employer or plan administrator must sign the request.
Distributions from pension and profit sharing plans are subject to special
requirements under the Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed before the
distribution may be made. Distributions from retirement plans are subject
to withholding requirements under the Internal Revenue Code, and IRS Form
W-4P (available from the Transfer Agent) must be submitted to the Transfer
Agent with the distribution request, or the distribution may be delayed.
Unless the shareholder has provided the Transfer Agent with a certified
tax identification number, the Internal Revenue Code requires that tax be
withheld from any distribution even if the shareholder elects not to have
tax withheld. The Fund, the Manager, the Distributor, the Trustee and the
Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not
be responsible for any tax penalties assessed in connection with a
distribution.
Special Arrangements for Repurchase of Shares from Dealers and Brokers.
The Distributor is the Fund's agent to repurchase its shares from
authorized dealers or brokers. The repurchase price per share will be the
net asset value next computed after the receipt of an order placed by such
dealer or broker, except that if the Distributor receives a repurchase
order from a dealer or broker after the close of The New York Stock
Exchange on a regular business day, it will be processed at that day's net
asset value if the order was received by the dealer or broker from its
customer prior to the time the Exchange closes (normally, that is 4:00
P.M., but may be earlier on some days) and the order was transmitted to
and received by the Distributor prior to its close of business that day
(normally 5:00 P.M.). Payment ordinarily will be made within three days
after the Distributor's receipt of the required redemption documents, with
signature(s) guaranteed as described in the Prospectus.
Automatic Withdrawal and Exchange Plans. Investors owning shares of the
Fund valued at $5,000 or more can authorize the Transfer Agent to redeem
shares (minimum $50) automatically on a monthly, quarterly, semi-annual
or annual basis under an Automatic Withdrawal Plan. Shares will be
redeemed three business days prior to the date requested by the
shareholder for receipt of the payment. Automatic withdrawals of up to
$1,500 per month may be requested by telephone if payments are to be made
by check, are payable to all shareholders of record and sent to the
address of record for the account (and if the address has not been changed
within the prior 30 days). Required minimum distributions from
OppenheimerFunds-sponsored retirement plans may not be arranged on this
basis. Payments are normally made by check, but shareholders having
AccountLink privileges (see "How To Buy Shares") may arrange to have
Automatic Withdrawal Plan payments transferred to the bank account
designated on the OppenheimerFunds New Account Application or signature-
guaranteed instructions. The Fund cannot guarantee receipt of a payment
on the date requested and reserves the right to amend, suspend or
discontinue offering such plans at any time without prior notice. Class
B shareholders should not establish withdrawal plans and Class C
shareholders should not establish withdrawal plans that would require the
redemption of shares held less than 12 months, because of the imposition
of the contingent deferred sales charge on such withdrawals (except where
the contingent deferred sales charge is waived).
By requesting an Automatic Withdrawal or Exchange Plan, the
shareholder agrees to the terms and conditions applicable to such plans,
as stated below and in the provisions of the OppenheimerFunds Application
relating to such Plans, as well as the Prospectus. These provisions may
be amended from time to time by the Fund and/or the Distributor. When
adopted, such amendments will automatically apply to existing Plans.
-- Automatic Exchange Plans. Shareholders can authorize the Transfer
Agent (on the OppenheimerFunds Application or signature-guaranteed
instructions) to exchange a pre-determined amount of shares of the Fund
for shares (of the same class) of other OppenheimerFunds automatically on
a monthly, quarterly, semi-annual or annual basis under an Automatic
Exchange Plan. The minimum amount that may be exchanged to each other
fund account is $25. Exchanges made under these plans are subject to the
restrictions that apply to exchanges as set forth in "How to Exchange
Shares" in the Prospectus and below in this Statement of Additional
Information.
-- Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a sales
charge will be redeemed first and shares acquired with reinvested
dividends and capital gains distributions will be redeemed next, followed
by shares acquired with a sales charge, to the extent necessary to make
withdrawal payments. Depending upon the amount withdrawn, the investor's
principal may be depleted. Payments made under withdrawal plans should
not be considered as a yield or income on your investment.
The Transfer Agent will administer the investor's Automatic
Withdrawal Plan (the "Plan") as agent for the investor (the "Planholder")
who executed the Plan authorization and application submitted to the
Transfer Agent. The Transfer Agent and the Fund shall incur no liability
to the Planholder for any action taken or omitted by the Transfer Agent
in good faith to administer the Plan. Certificates will not be issued for
shares of the Fund purchased for and held under the Plan, but the Transfer
Agent will credit all such shares to the account of the Planholder on the
records of the Fund. Any share certificates held by a Planholder may be
surrendered unendorsed to the Transfer Agent with the Plan application so
that the shares represented by the certificate may be held under the Plan.
For accounts subject to Automatic Withdrawal Plans, distributions of
capital gains must be reinvested in shares of the Fund, which will be done
at net asset value without a sales charge. Dividends on shares held in
the account may be paid in cash or reinvested.
Redemptions of shares needed to make withdrawal payments will be made
at the net asset value per share determined on the redemption date.
Checks or AccountLink payments of the proceeds of Plan withdrawals will
normally be transmitted three business days prior to the date selected for
receipt of the payment (receipt of payment on the date selected cannot be
guaranteed), according to the choice specified in writing by the
Planholder.
The amount and the interval of disbursement payments and the address
to which checks are to be mailed or AccountLink payments are to be sent
may be changed at any time by the Planholder by writing to the Transfer
Agent. The Planholder should allow at least two weeks' time after mailing
such notification for the requested change to be put in effect. The
Planholder may, at any time, instruct the Transfer Agent by written notice
(in proper form in accordance with the requirements of the then-current
Prospectus of the Fund) to redeem all, or any part of, the shares held
under the Plan. In that case, the Transfer Agent will redeem the number
of shares requested at the net asset value per share in effect in
accordance with the Fund's usual redemption procedures and will mail a
check for the proceeds to the Planholder.
The Plan may be terminated at any time by the Planholder by writing
to the Transfer Agent. A Plan may also be terminated at any time by the
Transfer Agent upon receiving directions to that effect from the Fund.
The Transfer Agent will also terminate a Plan upon receipt of evidence
satisfactory to it of the death or legal incapacity of the Planholder.
Upon termination of a Plan by the Transfer Agent or the Fund, shares that
have not been redeemed from the account will be held in uncertificated
form in the name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder or his or her executor or
guardian, or other authorized person.
To use shares held under the Plan as collateral for a debt, the
Planholder may request issuance of a portion of the shares in certificated
form. Upon written request from the Planholder, the Transfer Agent will
determine the number of shares for which a certificate may be issued
without causing the withdrawal checks to stop because of exhaustion of
uncertificated shares needed to continue payments. However, should such
uncertificated shares become exhausted, Plan withdrawals will terminate.
If the Transfer Agent ceases to act as transfer agent for the Fund,
the Planholder will be deemed to have appointed any successor transfer
agent to act as agent in administering the Plan.
How to Exchange Shares
As stated in the Prospectus, shares of a particular class of
OppenheimerFunds having more than one class of shares may be exchanged
only for shares of the same class of other OppenheimerFunds. Shares of
OppenheimerFunds that have a single class without a class designation are
deemed "Class A" shares for this purpose, and all OppenheimerFunds offer
"Class A" shares (except for Oppenheimer Strategic Diversified Income
Fund).
-- The OppenheimerFunds. The OppenheimerFunds are those mutual funds
for which the Distributor acts as the distributor or the sub-distributor
and include the following:
Oppenheimer Tax-Free Bond Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Intermediate Tax-Exempt Bond Fund
Oppenheimer Insured Tax-Exempt Bond Fund
Oppenheimer Main Street California Tax-Exempt Fund
Oppenheimer Florida Tax-Exempt Fund
Oppenheimer Pennsylvania Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Discovery Fund
Oppenheimer Time Fund
Oppenheimer Target Fund
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Value Stock Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Main Street Income & Growth Fund
Oppenheimer New Jersey Tax-Exempt Fund
Oppenheimer High Yield Fund
Oppenheimer Champion High Yield Fund
Oppenheimer Investment Grade Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer Limited-Term Government Fund
Oppenheimer Mortgage Income Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Diversified Income Fund
and the following "Money Market Funds":
Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
Centennial Money Market Trust
Centennial Tax Exempt Trust
Centennial Government Trust
Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust
Centennial America Fund, L.P.
Daily Cash Accumulation Fund, Inc.
There is an initial sales charge on the purchase of Class A shares
of each of the OppenheimerFunds except Money Market Funds. Under certain
circumstances described below, redemption proceeds of the Money Market
Fund shares may be subject to a contingent deferred sales charge.
Only the following funds currently offer Class B shares:
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer Tax-Free Bond Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Pennsylvania Tax-Exempt Fund
Oppenheimer New Jersey Tax-Exempt Fund
Oppenheimer Florida Tax-Exempt Fund
Oppenheimer Insured Tax-Exempt Bond Fund
Oppenheimer Main Street California Tax-Exempt Fund
Oppenheimer Main Street Income & Growth Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Investment Grade Bond Fund
Oppenheimer Value Stock Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer High Yield Fund
Oppenheimer Mortgage Income Fund
Oppenheimer Cash Reserves (available only by exchange)
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Global Fund
Oppenheimer Discovery Fund
Only the following OppenheimerFunds currently offer Class C shares:
Oppenheimer Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Champion High Yield Fund
Oppenheimer U.S. Government Trust
Oppenheimer Intermediate Tax-Exempt Bond Fund
Oppenheimer Main Street Income & Growth Fund
Oppenheimer Cash Reserves (available only by exchange)
Oppenheimer Target Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Strategic Diversified Income Fund
Class A shares of OppenheimerFunds may be exchanged at net asset
value for shares of any Money Market Fund. Shares of any Money Market
Fund purchased without a sales charge may be exchanged for shares of
OppenheimerFunds offered with a sales charge upon payment of the sales
charge (or, if applicable, may be used to purchase shares of
OppenheimerFunds subject to a contingent deferred sales charge). Class
A shares of this Fund acquired by reinvestment of dividends or
distributions from any other of the OppenheimerFunds or from any unit
investment trust for which reinvestment arrangements have been made with
the Distributor may be exchanged at net asset value for shares of any of
the OppenheimerFunds. Shares of this Fund acquired by reinvested
dividends and distributions of this Fund may be exchanged for shares of
other OppenheimerFunds upon payment of the sales charge, if applicable,
or may be used to purchased shares subject to a contingent deferred sales
charge, if applicable. No contingent deferred sales charge is imposed on
exchanges of shares of any class purchased subject to a contingent
deferred sales charge. However, when Class A shares acquired by exchange
of Class A shares of other OppenheimerFunds purchased subject to a Class
A contingent deferred sales charge are redeemed within 18 months of the
end of the calendar month of the initial purchase of the exchanged Class
A shares, the Class A contingent deferred sales charge is imposed on the
redeemed shares. The Class B contingent deferred sales charge of 5% is
imposed on Class B shares redeemed within one year of the initial purchase
of the exchanged Class B shares, declining to 4% during the second year,
3% in the third and fourth years, 2% in the fifth year, 1% in the sixth
year, and eliminated thereafter. The Class C contingent deferred sales
charge of 1% is imposed on Class C shares redeemed within 12 months of the
initial purchase of the exchanged Class C shares.
The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of 10 or more accounts. The
Fund may accept requests for exchanges of up to 50 accounts per day from
representatives of authorized dealers that qualify for this privilege. In
connection with any exchange request, the number of shares exchanged may
be less than the number requested if the exchange or the number requested
would include shares subject to a restriction cited in the Prospectus or
this Statement of Additional Information or would include shares covered
by a share certificate that is not tendered with the request. In those
cases, only the shares available for exchange without restriction will be
exchanged.
When Class B or Class C shares are redeemed to effect an exchange,
the priorities described in "How To Buy Shares" in the Prospectus for the
imposition of the Class B or Class C contingent deferred sales charge will
be followed in determining the order in which the shares are exchanged.
Shareholders should take into account the effect of any exchange on the
applicability and rate of any contingent deferred sales charge that might
be imposed in the subsequent redemption of remaining shares. Shareholders
owning shares of more than one class must specify whether they intend to
exchange Class A, Class B or Class C shares.
When exchanging shares by telephone, a shareholder must either have
an existing account in, or obtain and acknowledge receipt of a prospectus
of, the fund to which the exchange is to be made. For full or partial
exchanges of an account made by telephone, any special account features
such as Asset Builder Plans, Automatic Withdrawal Plans and retirement
plan contributions will be switched to the new account unless the Transfer
Agent is instructed otherwise. If all telephone lines are busy (which
might occur, for example, during periods of substantial market
fluctuations), shareholders might not be able to request exchanges by
telephone and would have to submit written exchange requests.
Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the
"Redemption Date"). Normally, shares of the fund to be acquired are
purchased on the Redemption Date, but such purchases may be delayed by
either fund up to five business days if it determines that it would be
disadvantaged by an immediate transfer of the redemption proceeds. The
Fund reserves the right, in its discretion, to refuse any exchange request
that may disadvantage it (for example, if the receipt of multiple exchange
requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the
Fund).
The different OppenheimerFunds available for exchange have different
investment objectives, policies and risks, and a shareholder should assure
that the Fund selected is appropriate for his or her investment and should
be aware of the tax consequences of an exchange. For Federal income tax
purposes, an exchange transaction is treated as a redemption of shares of
one fund and a purchase of shares of another. "Reinvestment Privilege,"
above, discusses some of the tax consequences of reinvestment of
redemption proceeds in such cases. The Fund, the Distributor, and the
Transfer Agent are unable to provide investment, tax or legal advice to
a shareholder in connection with an exchange request or any other
investment transaction.
Dividends, Capital Gains and Taxes
Tax Status of the Fund's Dividends and Distributions. The Federal tax
treatment of the Fund's dividends and capital gains distributions is
explained in the Prospectus under the caption "Dividends, Capital Gains
and Taxes." Under the Internal Revenue Code, by December 31 each year,
the Fund must distribute 98% of its taxable investment income earned from
January 1 through December 31 of that year and 98% of its capital gains
realized in the period from November 1 of the prior year through October
31 of the current year, or else the Fund must pay an excise tax on the
amounts not distributed. While it is presently anticipated that the Fund
will meet those requirements, the Fund's Board and the Manager might
determine in a particular year that it would be in the best interest of
shareholders for the Fund not to make such distributions at the required
levels and to pay the excise tax on the undistributed amounts. That would
reduce the amount of income or capital gains available for distribution
to shareholders.
Dividends, distributions and the proceeds of the redemption of Fund
shares represented by checks returned to the Transfer Agent by the Postal
Service as undeliverable will be invested in shares of this Fund as
promptly as possible after the return of such checks to the Transfer
Agent, in order to enable the investor to earn a return on otherwise idle
funds.
Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect
to reinvest all dividends and/or capital gains distributions in shares of
the same class of any of the other OppenheimerFunds listed in "How to
Exchange Shares" above at net asset value without sales charge. Class B
and Class C shareholders should be aware that as of the date of this
Statement of Additional Information, not all of the OppenheimerFunds offer
Class B or Class C shares. The names of the funds that do as of the date
of this document can be obtained by referring to "How To Exchange Shares,"
above or by calling the Distributor at 1-800-525-7048. To elect this
option, a shareholder must notify the Transfer Agent in writing and
either have an existing account in the fund selected for reinvestment or
must obtain a prospectus for that fund and an application from the
Distributor to establish an account. The investment will be made at the
net asset value per share in effect at the close of business on the
payable date of the dividend or distribution. Dividends and/or
distributions from certain of the OppenheimerFunds may be invested in
shares of this Fund on the same basis.
Additional Information About the Fund
The Custodian. Citibank, N.A. is the custodian of the Fund's assets. The
Custodian's responsibilities include safeguarding and controlling the
Fund's portfolio securities and handling the delivery of such securities
to and from the Fund. The Manager has represented to the Fund that the
banking relationships between the Manager and the Custodian have been and
will continue to be unrelated to and unaffected by the relationship
between the Fund and the Custodian. It will be the practice of the Fund
to deal with the Custodian in a manner uninfluenced by any banking
relationship the Custodian may have with the Manager and its affiliates.
The Fund's cash balances with the Custodian in excess of $100,000 are not
protected by Federal deposit insurance. Those uninsured balances at times
may be substantial.
Independent Auditors. The independent auditors of the Fund audit the
Fund's financial statements and perform other related audit services.
They also act as auditors for the Manager and certain other funds advised
by the Manager and its affiliates.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Trustees and Shareholders of Oppenheimer
Cash Reserves:
We have audited the accompanying statement of assets and
liabilities, including the statement of investments, of
Oppenheimer Cash Reserves as of December 31, 1994, the
related statement of operations for the year then ended,
the statements of changes in net assets for the years
ended December 31, 1994 and 1993, and the financial
highlights for the period January 3, 1989 (commencement
of operations) to December 31, 1994. These financial
statements and financial highlights are the
responsibility of the Fund's management. Our
responsibility is to express an opinion on these
financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with
generally accepted auditing standards. Those standards
require that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements and financial highlights are free of material
misstatement. An audit also includes examining, on a
test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures
included confirmation of securities owned at December
31, 1994 by correspondence with the custodian. An audit
also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements
and financial highlights present fairly, in all material
respects, the financial position of Oppenheimer Cash
Reserves at December 31, 1994, the results of its
operations, the changes in its net assets, and the
financial highlights for the respective stated periods,
in conformity with generally accepted accounting
principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
January 23, 1995
<PAGE>
STATEMENT OF INVESTMENTS December 31, 1994
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT SEE NOTE 1
------ ------------
<S> <C> <C> <C>
CERTIFICATES OF DEPOSIT--2.6%
DOMESTIC CERTIFICATES Huntington National Bank, 5.82%, 1/4/95 (Cost $3,999,207)(1) $4,000,000
$3,999,207
OF DEPOSIT--2.6%
DIRECT BANK OBLIGATIONS--2.0%
FCC National Bank, 5.82%, 1/4/95 (Cost $2,997,713)(1) 3,000,000 2,997,713
LETTERS OF CREDIT--7.9%
Credit Suisse, guaranteeing commercial paper of:
Queensland Alumina Ltd., 5.82%, 2/3/95 5,000,000 4,973,325
Mitsubishi Bank Ltd., guaranteeing commercial paper of:
Mitsubishi Motors Credit of America, 5.45%, 1/13/95 4,000,000 3,992,733
Sanwa Bank Ltd., guaranteeing commercial paper of:
Orix America, Inc., 5.72%, 1/10/95(2) 3,000,000 2,995,710
----------
Total Letters of Credit (Cost $11,961,768) 11,961,768
SHORT-TERM NOTES--79.7%
ASSET-BACKED--7.9% Cooperative Association of Tractor Dealers, Inc.:
5.72%, 1/12/95 1,700,000 1,697,029
6.10%, 1/13/95 3,300,000 3,293,290
CXC, Inc., 5.75%, 2/10/95 5,000,000 4,968,056
CXC, Inc., 6%, 2/1/95(2) 2,000,000 1,989,666
----------
11,948,041
BANKS--11.1% Bankers Trust New York Corp., 5.64%, 1/3/95(1) (2) (3) 2,000,000
1,999,796
Chase Manhattan Corp., 5.40%, 1/17/95 5,000,000 4,988,000
CoreStates Capital Corp., 6.17%, 2/7/95 5,000,000 4,968,293
NationsBank Corp., 5.42%, 1/18/95 5,000,000 4,987,203
----------
16,943,292
BEVERAGES: SOFT DRINKS--3.3% Coca-Cola Enterprises, Inc., 5.80%, 2/13/95(2) 5,000,000
4,965,361
BROKER/DEALERS--8.1% Bear Stearns Cos., Inc., 6.241%, 1/6/95(1) 3,000,000
3,000,000
Lehman Brothers Holdings, Inc.:
5.61%, 1/12/95 2,000,000 2,000,000
6.22%, 1/3/95(1) 800,000 800,000
6.733%, 2/15/95(1) 1,500,000 1,501,365
Morgan Stanley Group, Inc., 5.49%, 1/3/95(1) 5,000,000 5,000,000
----------
12,301,365
CONGLOMERATES--2.7% Mitsubishi International Corp., 5.82%, 2/15/95 4,200,000
4,169,443
CONSUMER FINANCE Sears Roebuck Acceptance Corp., 5.10%, 1/23/95 5,000,000
4,984,417
(PERSONAL LOANS)--3.3%
</TABLE>
<PAGE>
STATEMENT OF INVESTMENTS (Continued)
<TABLE>
<CAPTION>
FACE MARKET VALUE
AMOUNT SEE NOTE 1
------ ------------
<S> <C> <C> <C>
DIVERSIFIED FINANCE--10.8% General Electric Capital Corp., 5.79%, 1/3/95(1) $6,000,000 $
5,996,833
General Motors Acceptance Corp., 6.20%, 2/9/95 2,000,000 1,986,567
ITT Financial Corp., 5.83%, 2/15/95 5,000,000 4,963,563
Transamerica Finance Corp., 5.10%, 2/3/95 3,500,000 3,483,637
------------
16,430,600
ELECTRIC COMPANIES--0.7% Vattenfall Treasury, Inc., guaranteed by Vattenfall
AB, 6.10%, 1/11/95 1,000,000 998,306
FACTORING--4.6% CSW Credit, Inc.:
5.70%, 1/9/95 4,000,000 3,994,933
6.12%, 2/14/95 3,000,000 2,977,560
------------
6,972,493
FINANCIAL SERVICES: Countrywide Funding Corp., 6.20%, 1/3/95 5,700,000
5,698,037
MISCELLANEOUS--3.8%
HOUSEWARES--1.3% Newell Co., 6.20%, 2/7/95(2) 2,000,000 1,987,256
LEASE FINANCING--9.1% International Lease Finance Corp.:
5.85%, 2/24/95 5,000,000 4,956,125
6%, 2/3/95 2,000,000 1,989,000
Sanwa Business Credit Corp.:
6.08%, 2/21/95 5,000,000 4,956,933
6.14%, 2/10/95 2,000,000 1,986,356
------------
13,888,414
OIL: INTEGRATED
INTERNATIONAL--3.9% Texaco, Inc., 6%, 2/3/95 6,000,000 5,967,000
RETAIL STORES: DEPARTMENT, St. Michael Finance Ltd., guaranteed by
GENERAL AND SPECIALTY--1.4% Marks & Spencer PLC, 5.09%, 2/9/95 2,121,000
2,109,304
TECHNOLOGY--3.3% Electronic Data Systems Corp., 5.95%, 2/15/95 5,000,000
4,962,813
TELECOMMUNICATIONS--4.4% NYNEX Corp., 6.25%, 1/31/95 6,755,000
6,719,818
------------
Total Short-Term Notes (Cost $121,045,960) 121,045,960
U.S. GOVERNMENT OBLIGATIONS--4.8%
Small Business Administration, 6.125%--10.375%, 1/1/95(1)
(Cost $7,240,485) 6,906,360 7,240,485
TOTAL INVESTMENTS, AT VALUE (COST $147,245,133) 97.0%
147,245,133
OTHER ASSETS NET OF LIABILITIES 3.0 4,523,682
---------- ------------
NET ASSETS 100.0% $151,768,815
==========
============
</TABLE>
1. Variable rate security. The interest rate,
which is based on specific, or an index of,
market interest rates, is subject to change
periodically and is the effective rate on
December 31, 1994.
2. Security purchased in private placement
transaction, without registration under the
Securities Act of 1933 (the Act). The
securities are carried at amortized cost, and
amount to $13,937,789, or 9.18% of the Fund's
net assets.
3. In addition to being restricted, the
security is considered illiquid by virtue of
the absence of a readily available market or
because of legal or contractual restrictions
on resale. Illiquid securities amounted to
$1,999,796, or 1.32% of the Fund's net
assets, at December 31, 1994. The Fund may
not invest more than 10% of its net assets in
illiquid securities.
See accompanying Notes to Financial
Statements.
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES December 31, 1994
<TABLE>
<S> <C> <C>
ASSETS Investments, at value (cost $147,245,133)--see accompanying statement $147,245,133
Cash 1,141,754
Receivables:
Shares of beneficial interest sold 7,536,741
Interest and principal paydowns 468,608
Other 24,609
------------
Total assets 156,416,845
LIABILITIES Payables and other liabilities:
Shares of beneficial interest redeemed 4,533,205
Service plan fees--Note 3 45,503
Other 69,322
------------
Total liabilities 4,648,030
NET ASSETS $151,768,815
============
COMPOSITION OF Paid-in capital $151,768,580
NET ASSETS Accumulated net realized gain (loss) from investment transactions 235
------------
Net assets $151,768,815
============
NET ASSET VALUE Class A Shares:
PER SHARE Net asset value, redemption price and offering price per share (based on net assets
of $99,361,278 and 99,415,055 shares of beneficial interest outstanding) $1.00
Class B Shares:
Net asset value, redemption price and offering price per share (based on net assets
of $46,803,315 and 46,803,840 shares of beneficial interest outstanding) $1.00
Class C Shares:
Net asset value, redemption price and offering price per share (based on net assets
of $5,604,222 and 5,604,372 shares of beneficial interest outstanding) $1.00
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
STATEMENT OF OPERATIONS For the Year Ended December 31,
1994
<TABLE>
<S> <C> <C>
INVESTMENT INCOME Interest $5,172,716
EXPENSES Management fees--Note 3 555,481
Distribution and service plan fees:
Class A--Note 3 170,107
Class B--Note 3 158,745
Class C--Note 3 15,695
Transfer and shareholder servicing agent fees--Note 3 459,724
Shareholder reports 100,623
Custodian fees and expenses 13,465
Legal and auditing fees 11,643
Trustees' fees and expenses 488
Registration and filing fees:
Class A 75,369
Class B 6,965
Class C 264
Other 35,905
----------
Total expenses 1,604,474
NET INVESTMENT INCOME (LOSS) 3,568,242
NET REALIZED GAIN (LOSS) ON INVESTMENTS 56
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$3,568,298
==========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1994 1993
-----------------------------
<S> <C> <C> <C>
OPERATIONS Net investment income (loss) $ 3,568,242 $ 1,534,041
Net realized gain (loss) on investments 56 26,607
------------ -----------
Net increase (decrease) in net assets resulting from operations 3,568,298 1,560,648
DIVIDENDS AND Class A (2,852,731) (1,558,195)
DISTRIBUTIONS TO Class B (648,288) (2,764)
SHAREHOLDERS Class C (67,223) (2)
BENEFICIAL INTEREST Net increase (decrease) in net assets resulting from
TRANSACTIONS Class A beneficial interest transactions--Note 2 28,436,616 (18,342,061)
Net increase (decrease) in net assets resulting from
Class B beneficial interest transactions--Note 2 46,175,820 628,020
Net increase (decrease) in net assets resulting from
Class C beneficial interest transactions--Note 2 5,603,372 1,000
NET ASSETS Total increase (decrease) 80,215,864 (17,713,354)
Beginning of period 71,552,951 89,266,305
------------ -----------
End of period $151,768,815 $71,552,951
============
===========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------
YEAR ENDED
DECEMBER 31,
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations--
net investment income and net realized
gain on investments .03 .02 .03 .06 .07
Dividends and distributions
to shareholders (.03) (.02) (.03) (.06) (.07)
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $99,361 $70,924 $89,266 $112,883 $44,293
Average net assets (in thousands) $87,908 $76,910 $104,970 $105,352 $32,637
Number of shares outstanding at
end of period (in thousands) 99,415 70,978 89,320 112,930 44,295
Ratios to average net assets:
Net investment income 3.25% 1.99% 3.07% 5.13% 7.32%
Expenses, before voluntary
reimbursement by the Manager 1.32% 1.55% 1.42% 1.22% 1.29%
Expenses, net of voluntary
reimbursement by the Manager N/A N/A 1.25% 1.15% 1.00%
</TABLE>
<TABLE>
<CAPTION>
CLASS B CLASS C
-------------------- ------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1989(3) 1994 1993(2) 1994 1993(1)
------ ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations--
net investment income and net realized
gain on investments .08 .03 --(4) .02 --(4)
Dividends and distributions
to shareholders (.08) (.03) --(4) (.02) --(4)
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands) $19,227 $46,803 $628 $5,604 $1
Average net assets (in thousands) $6,280 $21,262 $454 $2,107 $1
Number of shares outstanding at
end of period (in thousands) 19,228 46,803 628 5,604 1
Ratios to average net assets:
Net investment income 8.10%(5) 3.05% 1.49%(5) 3.19% 1.18%(5)
Expenses, before voluntary
reimbursement by the Manager 1.74%(5) 1.89% 2.12%(5) 1.90% 2.35%(5)
Expenses, net of voluntary
reimbursement by the Manager 1.00%(5) N/A N/A N/A N/A
</TABLE>
1. For the period from December 1, 1993
(inception of offering) to December 31, 1993.
2. For the period from August 17, 1993
(inception of offering) to December 31, 1993.
3. For the period from January 3, 1989
(commencement of operations) to December 31,
1989.
4. Less than $.005 per share.
5. Annualized.
See accompanying Notes to Financial
Statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT Oppenheimer Cash Reserves (the Fund) is registered
ACCOUNTING POLICIES under the Investment Company Act of 1940, as amended,
as a diversified, open-end management investment
company. The Fund's investment advisor is Oppenheimer
Management Corporation (the Manager). The Fund offers
Class A, Class B and Class C shares. Class B and Class
C shares may be subject to a contingent deferred sales
charge. All three classes of shares have identical
rights to earnings, assets and voting privileges,
except that each class has its own distribution plan,
expenses directly attributable to a particular class
and exclusive voting rights with respect to matters
affecting a single class. Class B shares will
automatically convert to Class A shares six years after
the date of purchase. The following is a summary of
significant accounting policies consistently followed
by the Fund.
INVESTMENT VALUATION. Portfolio securities are valued
on the basis of amortized cost, which approximates
market value.
REPURCHASE AGREEMENTS. The Fund requires the custodian
to take possession, to have legally segregated in the
Federal Reserve Book Entry System or to have segregated
within the custodian's vault, all securities held as
collateral for repurchase agreements. The market value
of the underlying securities is required to be at least
102% of the resale price at the time of purchase. If
the seller of the agreement defaults and the value of
the collateral declines, or if the seller enters an
insolvency proceeding, realization of the value of the
collateral by the Fund may be delayed or limited.
ALLOCATION OF INCOME, EXPENSES AND GAINS AND LOSSES.
Income, expenses (other than those attributable to a
specific class) and gains and losses are allocated
daily to each class of shares based upon the relative
proportion of net assets represented by such class.
Operating expenses directly attributable to a specific
class are charged against the operations of that class.
FEDERAL INCOME TAXES. The Fund intends to continue to
comply with provisions of the Internal Revenue Code
applicable to regulated investment companies and to
distribute all of its taxable income to shareholders.
Therefore, no federal income tax provision is required.
DISTRIBUTIONS TO SHAREHOLDERS. The Fund intends to
declare dividends separately for Class A, Class B and
Class C shares from net investment income each day the
New York Stock Exchange is open for business and pay
such dividends monthly. To effect its policy of
maintaining a net asset value of $1.00 per share, the
Fund may withhold dividends or make distributions of
net realized gains.
OTHER. Investment transactions are accounted for on the
date the investments are purchased or sold (trade
date). Realized gains and losses on investments are
determined on an identified cost basis, which is the
same basis used for federal income tax purposes.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SHARES OF
BENEFICIAL INTEREST
The Fund has authorized an unlimited number of no par
value shares of beneficial interest. Transactions in
shares of beneficial interest were as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994 YEAR ENDED DECEMBER
31, 1993(1)
---------------------------- -------------------------------
SHARES AMOUNT SHARES AMOUNT
------ ------ ------ ------
<S> <C> <C> <C> <C>
Class A:
Sold 298,811,461 $298,811,461 157,166,333 $157,166,333
Dividends and distributions reinvested 2,517,663 2,517,663 1,385,219 1,385,219
Redeemed (272,892,508) (272,892,508) (176,893,613) (176,893,613)
------------ ------------ ------------ ------------
Net increase (decrease) 28,436,616 $ 28,436,616 (18,342,061) $(18,342,061)
============ ============
============ ============
Class B:
Sold 101,626,173 $101,626,173 2,347,484 $2,347,484
Dividends and distributions reinvested 519,118 519,118 1,651 1,651
Redeemed (55,969,471) (55,969,471) (1,721,115) (1,721,115)
------------ ------------ ------------ ------------
Net increase 46,175,820 $ 46,175,820 628,020 $ 628,020
============ ============
============ ============
Class C:
Sold 11,011,788 $ 11,011,788 1,000 $ 1,000
Dividends and distributions reinvested 56,507 56,507 -- --
Redeemed (5,464,923) (5,464,923) -- --
------------ ------------ ------------ ------------
Net increase 5,603,372 $ 5,603,372 1,000 $ 1,000
============ ============
============ ============
</TABLE>
1. For the year ended December 31, 1993 for Class A
shares, for the period from August 17, 1993 (inception
of offering) to December 31, 1993 for Class B shares and
for the period from December 1, 1993 (inception of
offering) to December 31, 1993 for Class C shares.
3. MANAGEMENT FEES Management fees paid to the Manager were in accordance
AND OTHER with the investment advisory agreement with the Fund
TRANSACTIONS which provides for an annual fee of .50% on the first
WITH AFFILIATES $250 million of net assets with a reduction of .025% on
each $250 million thereafter, to .40% on net assets in
excess of $1 billion. The Manager has agreed to
reimburse the Fund if aggregate expenses (with specified
exceptions) exceed the most stringent applicable
regulatory limit on Fund expenses.
During the year ended December 31, 1994,
Oppenheimer Funds Distributor, Inc. (OFDI), a subsidiary
of the Manager, received contingent deferred sales
charges of $273,262 and $9,861, respectively, upon
redemption of Class B and Class C shares.
Oppenheimer Shareholder Services (OSS), a
division of the Manager, is the transfer and shareholder
servicing agent for the Fund, and for other registered
investment companies. OSS's total costs of providing
such services are allocated ratably to these companies.
Under separate approved plans, Class A may
expend up to .20% and Class B and Class C may expend up
to .25% of average net assets annually to reimburse OFDI
for costs incurred in connection with the personal
service and maintenance of accounts that hold shares of
the Fund, including amounts paid to brokers, dealers,
banks and other institutions. Currently, these service
fees are set at 0% for both Class B and Class C. In
addition, Class B and Class C shares are subject to an
asset-based sales charge of .75% of net assets annually,
to reimburse OFDI for sales commissions paid from its
own resources at the time of sale and associated
financing costs. In the event of termination or
discontinuance of the Class B or Class C plan, the Board
of Trustees may allow the Fund to continue payment of
the asset-based sales charge to OFDI for distribution
expenses incurred on Class B or Class C shares sold
prior to termination or discontinuance of the plan.
During the year ended December 31, 1994, OFDI paid
$71,990 to an affiliated broker/dealer as reimbursement
for Class A personal service and maintenance expenses
and retained $158,749 and $15,696, respectively, as
reimbursement for Class B and Class C sales commissions
and service fee advances as well as financing costs.
<PAGE>
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
Below is a description of the two highest rating categories for Short Term
Debt and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on
behalf of the Fund. The ratings descriptions are based on information
supplied by the ratings organizations to subscribers.
Short Term Debt Ratings.
Moody's Investors Service, Inc. ("Moody's"): The following rating
designations for commercial paper (defined by Moody's as promissory
obligations not having original maturity in excess of nine months), are
judged by Moody's to be investment grade, and indicate the relative
repayment capacity of rated issuers:
Prime-1: Superior capacity for repayment. Capacity will normally
be evidenced by the following characteristics: (a)
leveling market positions in well-established industries;
(b) high rates of return on funds employed; (c)
conservative capitalization structures with moderate
reliance on debt and ample asset protection; (d) broad
margins in earning coverage of fixed financial charges and
high internal cash generation; and (e) well established
access to a range of financial markets and assured sources
of alternate liquidity.
Prime-2: Strong capacity for repayment. This will normally be
evidenced by many of the characteristics cited above but
to a lesser degree. Earnings trends and coverage ratios,
while sound, will be more subject to variation.
Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample
alternate liquidity is maintained.
Moody's ratings for state and municipal short-term obligations are
designated "Moody's Investment Grade" ("MIG"). Short-term notes which
have demand features may also be designated as "VMIG". These rating
categories are as follows:
MIG1/VMIG1: Best quality. There is present strong
protection by established cash flows, superior
liquidity support or demonstrated broadbased
access to the market for refinancing.
MIG2/VMIG2: High quality. Margins of protection are ample
although not so large as in the preceding group.
Standard & Poor's Corporation ("S&P"): The following ratings by S&P for
commercial paper (defined by S&P as debt having an original maturity of
no more than 365 days) assess the likelihood of payment:
A-1: Strong capacity for timely payment. Those issues
determined to possess extremely strong safety
characteristics are denoted with a plus sign (+)
designation.
A-2: Satisfactory capacity for timely payment. However, the
relative degree of safety is not as high as for issues
designated "A-1".
S&P's ratings for Municipal Notes due in three years or less are:
SP-1: Very strong or strong capacity to pay principal and
interest. Those issues determined to possess
overwhelming safety characteristics will be given a
plus (+) designation.
SP-2: Satisfactory capacity to pay principal and interest.
S&P assigns "dual ratings" to all municipal debt issues that have a demand
or double feature as part of their provisions. The first rating addresses
the likelihood of repayment of principal and interest as due, and the
second rating addresses only the demand feature. With short-term demand
debt, S&P's note rating symbols are used with the commercial paper symbols
(for example, "SP-1+/A-1+").
Fitch Investors Service, Inc. ("Fitch"): Fitch assigns the following
short-term ratings to debt obligations that are payable on demand or have
original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and
investment notes:
F-1+: Exceptionally strong credit quality; the strongest
degree of assurance for timely payment.
F-1: Very strong credit quality; assurance of timely payment is
only slightly less in degree than issues rated "F-1+".
F-2: Good credit quality; satisfactory degree of assurance for
timely payment, but the margin of safety is not as great
as for issues assigned "F-1+" or "F-1" ratings.
Duff & Phelps, Inc. ("Duff & Phelps"): The following ratings are for
commercial paper (defined by Duff & Phelps as obligations with maturities,
when issued, of under one year), asset-backed commercial paper, and
certificates of deposit (the ratings cover all obligations of the
institution with maturities, when issued, of under one year, including
bankers' acceptance and letters of credit):
Duff 1+: Highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or
access to alternative sources of funds, is outstanding,
and safety is just below risk-free U.S. Treasury short-
term obligations.
Duff 1: Very high certainty of timely payment. Liquidity factors
are excellent and supported by good fundamental protection
factors. Risk factors are minor.
Duff 1-: High certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection
factors. Risk factors are very small.
Duff 2: Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are small.
IBCA Limited or its affiliate IBCA Inc. ("IBCA"): Short-term ratings,
including commercial paper (with maturities up to 12 months), are as
follows:
A1+: Obligations supported by the highest capacity for timely
repayment.
A1: Obligations supported by a very strong capacity for timely
repayment.
A2: Obligations supported by a strong capacity for timely
repayment, although such capacity may be susceptible to
adverse changes in business, economic, or financial
conditions.
Thomson BankWatch, Inc. ("TBW"): The following short-term ratings apply
to commercial paper, certificates of deposit, unsecured notes, and other
securities having a maturity of one year or less.
TBW-1: The highest category; indicates the degree of safety
regarding timely repayment of principal and interest is
very strong.
TBW-2: The second highest rating category; while the degree of
safety regarding timely repayment of principal and
interest is strong, the relative degree of safety is not
as high as for issues rated "TBW-1".
Long Term Debt Ratings. These ratings are relevant for securities
purchased by the Fund with a remaining maturity of 397 days or less, or
for rating issuers of short-term obligations.
Moody's: Bonds (including municipal bonds) are rated as follows:
Aaa: Judged to be the best quality. They carry the smallest degree
of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or by an
exceptionally stable margin, and principal is secure. While the
various protective elements are likely to change, such changes
as can be visualized are most unlikely to impair the
fundamentally strong positions of such issues.
Aa: Judged to be of high quality by all standards. Together with
the "Aaa" group they comprise what are generally known as high-
grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in "Aaa" securities
or fluctuations of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in "Aaa" securities.
Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the security ranks in the
higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates that the issue ranks
in the lower end of its generic rating category.
Standard & Poor's: Bonds (including municipal bonds) are rated as
follows:
AAA: The highest rating assigned by S&P. Capacity to pay interest
and repay principal is extremely strong.
AA: A strong capacity to pay interest and repay principal and differ
from "AAA" rated issues only in small degree.
Fitch:
AAA: Considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected
by reasonably foreseeable events.
AA: Considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds
rated "AAA". Plus (+) and minus (-) signs are used in the "AA"
category to indicate the relative position of a credit within
that category.
Because bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+".
Duff & Phelps:
AAA: The highest credit quality. The risk factors are negligible,
being only slightly more than for risk-free U.S. Treasury debt.
AA: High credit quality. Protection factors are strong. Risk is
modest but may vary slightly from time to time because of
economic conditions. Plus (+) and minus (-) signs are used in
the "AA" category to indicate the relative position of a credit
within that category.
IBCA: Long-term obligations (with maturities of more than 12 months) are
rated as follows:
AAA: The lowest expectation of investment risk. Capacity for timely
repayment of principal and interest is substantial such that
adverse changes in business, economic, or financial conditions
are unlikely to increase investment risk significantly.
AA: A very low expectation for investment risk. Capacity for timely
repayment of principal and interest is substantial. Adverse
changes in business, economic, or financial conditions may
increase investment risk albeit not very significantly.
A plus (+) or minus (-) sign may be appended to a long term
rating to denote relative status within a rating category.
TBW: TBW issues the following ratings for companies. These ratings
assess the likelihood of receiving payment of principal and interest on
a timely basis and incorporate TBW's opinion as to the vulnerability of
the company to adverse developments, which may impact the market's
perception of the company, thereby affecting the marketability of its
securities.
A: Possesses an exceptionally strong balance sheet and earnings
record, translating into an excellent reputation and
unquestioned access to its natural money markets. If weakness
or vulnerability exists in any aspect of the company's business,
it is entirely mitigated by the strengths of the organization.
A/B: The company is financially very solid with a favorable track
record and no readily apparent weakness. Its overall risk
profile, while low, is not quite as favorable as for companies
in the highest rating category.
<PAGE>
APPENDIX B
INDUSTRY CLASSIFICATIONS
Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
<PAGE>
Food
Gas Transmission
Gas Utilities
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking
B-1
<PAGE>
Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048
Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048
Transfer and Shareholder Servicing Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
Deloitte & Touche LLP
1560 Broadway
Denver, Colorado 80202
Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202
